DEF 14A of Dhi Group, Inc., Mar 15, 2024

DEF 14A of Dhi Group, Inc.

Filed Mar 15, 2024 · FY20230001393883-24-000054

Open on EDGAR

  1. DIRECTORS AND CORPORATE GOVERNANCE

    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.

  2. DIRECTORS AND CORPORATE GOVERNANCE

    | 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 |

  3. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 6 | |

  4. DIRECTORS AND CORPORATE GOVERNANCE

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

  5. DIRECTORS AND CORPORATE GOVERNANCE

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

  6. DIRECTORS AND CORPORATE GOVERNANCE

    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.

  7. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 7 | |

  8. DIRECTORS AND CORPORATE GOVERNANCE

    | | 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 | | |

  9. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 8 | |

  10. DIRECTORS AND CORPORATE GOVERNANCE

    | | 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 | | |

  11. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 9 | |

  12. DIRECTORS AND CORPORATE GOVERNANCE

    | | 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 | | |

  13. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 10 | |

  14. DIRECTORS AND CORPORATE GOVERNANCE

    | | 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 | | |

  15. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 11 | |

  16. DIRECTORS AND CORPORATE GOVERNANCE

    | | 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 | | |

  17. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 12 | |

  18. DIRECTORS AND CORPORATE GOVERNANCE

    | | 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 | | |

  19. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 13 | |

  20. DIRECTORS AND CORPORATE GOVERNANCE

    | | 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. | | | | Art Zeile has served as a director and as the President and Chief Executive Officer of the Company since April 2018. In 2008, Mr. Zeile co-founded HOSTING, a cloud computing services company, and served as its Chief Executive Officer from 2008 until 2016. At HOSTING, Mr. Zeile formulated a strategy for a rollup of cloud services companies in the U.S. and focused on managing security and compliance for mission critical web applications. Prior to HOSTING, Mr. Zeile served as CEO of QTC Management Inc., a healthcare technology company, from 2006 to 2007. Prior to that, Mr. Zeile co-founded Inflow Inc., a public data center company, and served as its CEO from 1997 until 2005. Mr. Zeile also previously served in the United States Air Force from 1986 until 1993. Since 2016, Mr. Zeile has served on the board of directors of National Bank Holdings Corporation, an NYSE listed company, and is a member of its Audit Committee and Nominating/Governance Committee and Chairperson of its Compensation Committee. He also served as Chairman of the board of directors of Element Critical from October 2019 through October 2023. Mr. Zeile earned a bachelor’s degree in Astronautical Engineering from the U.S. Air Force Academy and a master’s degree in public policy from Harvard University. Mr. Zeile was appointed to serve on the Board because his day-to-day leadership as our President and Chief Executive Officer provides him with intimate knowledge of the Company’s business, business strategy and its industry. | CEO experience | | | | Sales | | | | Technology and security infrastructure | | Age 60 | | | | Director Since 2018 | | | | DHI Committee(s): | | Governance, risk and compliance | | None | | | | Class I Director | | | | Term Expiring 2026 | | |

  21. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 14 | |

  22. DIRECTORS AND CORPORATE GOVERNANCE

    | | Continuing Directors | | | Elizabeth Salomon | Ms. Salomon possesses specific attributes that qualify her to serve as a director, including her financial expertise and professional experience serving in leadership positions at other companies. | | | | Elizabeth Salomon has been a Director since December 2020. Ms. Salomon has served as an Operating Advisor with Hg Capital, a global software private equity firm, since October 2022. In this role, Ms. Salomon works with Hg Capital portfolio companies leading finance transformation, supporting strategic imperatives, and delivering valuation creation. Since July 2023, she has served as a Director and Audit Committee chair for Sovos Compliance, a leading global provider of tax compliance software, and since October 2022 as a Director and Member of the Audit Committee for Litera, a leading provider of legal technology solutions. From 2017 to 2022, Ms. Salomon served as the Chief Financial Officer at Xactly, the leader in revenue intelligence solutions, where she oversaw finance, accounting, facilities and legal functions. From 2015 to 2017, Ms. Salomon served as Chief Financial Officer at Cherwell Software, a provider of IT management software, and led the company through an aggressive growth phase. From 2013 to 2014, she served as Chief Financial Officer at Marshall & Swift/Boeckh, a software, data and analytics company, and its holding company, Decision Insight Information Group, through their sale to CoreLogic. From 2009 to 2013, Ms. Salomon served as Chief Financial Officer at Ontario Systems (now Finvi), an enterprise software company providing solutions around revenue recovery and accounts receivable management. Previously, Ms. Salomon has held senior finance positions at ChoicePoint (now LexisNexis), an information services company, and Bank of America, a financial services firm. She was a senior manager in the audit practice of Ernst & Young. Ms. Salomon earned a bachelor's degree from the University of Florida and is a licensed CPA. Ms. Salomon also serves on the Board of Downtown Denver Partnership, an organization dedicated to building an economically powerful center city. Ms. Salomon's significant financial leadership experience, particularly with technology companies, her experience working across the business to drive company strategy and her experience with private equity backed companies provide helpful perspective to our board. | Finance | | | | Investment | | Independent Director of Litera | | | | Independent Director of Litera | | Scaling a business | | Age 60 | | | | Director Since 2020 | | | | DHI Committee(s): | | | | Audit Committee | | | | Class I Director | | Governance, risk and compliance | | Term Expiring 2026 | | |

  23. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 15 | |

  24. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Under the Company’s Corporate Governance Guidelines, non-employee director compensation is determined by the Human Capital and Compensation Committee in accordance with the policies and principles set forth in its charter. Directors who are also employees of the Company receive no additional compensation for service as a director. The Human Capital and Compensation Committee periodically reviews market director compensation levels using data from a peer group approved by the Human Capital and Compensation Committee. The competitive report and analysis are developed by Compensia, the Human Capital and Compensation Committee’s independent compensation consultant. Changes to director compensation levels or program structure are presented to the full Board for approval. While the program is not targeted to any specific market percentile or position, the overall philosophy is to ensure that overall compensation levels are competitive and appropriate while considering market practices, desired alignment with shareholders, relative Board cost compared to peers, mix of equity versus cash, and the Human Capital and Compensation Committee’s view of the Board’s performance. No changes to director compensation were approved for 2023. The following table shows the fiscal year 2023 cash and equity compensation for our non-employee directors. Cash compensation is paid quarterly in arrears and equity compensation is granted annually.

  25. DIRECTOR COMPENSATION

    | | Cash Compensation | | | | Equity | | | Annual Fee | AC | CC | N&CG | Compensation(1) | | Service Fees | $35,000 | | | | | | Chairperson | $35,000 | $20,000 | $10,000 | $7,500 | | | Committee Member | | $7,500 | $5,000 | $2,500 | | | Non-employee Director | | | | | $110,000 |

  26. DIRECTOR COMPENSATION

    (1)Represents target equity compensation and is awarded as restricted stock. Actual award value may differ based on the actual grant date fair value. See Notes 2 and 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions made in determining these values.

  27. DIRECTOR COMPENSATION

    | Proxy Statement | 23 | |

  28. DIRECTOR COMPENSATION

    AC – Audit Committee CC – Human Capital and Compensation Committee N&CG – Nominating and Corporate Governance Committee Non-employee Director - Non-employee Member of the Board of Directors of DHI Group, Inc. As noted in the chart above, non-employee directors also received an annual restricted stock grant with a target value of $110,000, or 29,333 shares, in May 2023 for their service on the Board, which vests in full twelve months after issuance, subject to continuous service on the Board. All directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board and its committees. The following table provides information concerning the compensation paid by us to each of our non-employee directors for fiscal year 2023. Mr. Zeile did not receive additional compensation for his service as a director. Director Compensation Table or Fiscal Year 2023

  29. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Brian (Skip) Schipper(2) | 77,500 | 107,652 | 185,152 | | Jim Friedlich(2) | 42,500 | 107,652 | 150,152 | | Scipio “Max” Carnecchia(2) | 42,500 | 107,652 | 150,152 | | David Windley(2) | 45,000 | 107,652 | 152,652 | | Elizabeth Salomon(2) | 55,000 | 107,652 | 162,652 | | Kathleen Swann(2) | 44,375 | 107,652 | 152,027 | | Joseph Massaquoi, Jr.(3) | 21,250 | 91,668 | 112,918 | | Jennifer Deason(4) | 14,167 | — | 14,167 |

  30. DIRECTOR COMPENSATION

    (1) Represents the aggregate grant date fair value of restricted stock granted during the year in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation. See Notes 2 and 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions made in determining these values. (2) On December 31, 2023, this non-employee director held 29,333 shares of unvested restricted stock. (3) Mr. Massaquoi was appointed as a member of the Board on July 26, 2023. The amounts reflected above are prorated for his service in 2023. On December 31, 2023, Mr. Massaquoi held 25,046 shares of unvested restricted stock. (4) Ms. Deason served on the Board until April 26, 2023. The amounts reflected above are prorated for her service during 2023.

  31. Compensation Highlights

    | Strong Pay for Performance Culture. Our incentive program payouts are tied closely to Company performance. Our annual bonus is based entirely on rigorous objective performance metrics, and fifty percent of our CEO’s long-term incentives are awarded as PSUs. | Metrics That Drive Strategic Execution. Our primary goals in 2023 were to drive profitable Bookings(1) for our commissions plan and revenue growth. Our use of revenue and Adjusted EBITDA Margin(1) for our bonus plan and our use of Bookings(1) for our commissions plan and our long-term incentive plan reward our NEOs for advancing these goals. | | Compensation That Motivates and Aligns Executives and Stockholders. In reviewing NEOs’ compensation packages, the Compensation Committee takes care to balance the need to provide competitive compensation that motivates our team while aligning pay outcomes with long-term stockholder value creation. | Pay Mix Emphasizes Performance. Base salary constitutes the smallest component of NEOs’ compensation. In 2023, 84% of our CEO’s compensation was variable based on performance outcomes; for other NEOs, on average 77% of compensation was variable. |

  32. (in thousands)

    (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.

  33. Consideration of Stockholder Views

    | What We Do | | What We Don’t Do | | | | Maintain Complete Independence. All Compensation Committee members are independent and review our compensation philosophy and practices on an ongoing basis. | | No New Excise Tax “gross-ups.” We have a policy under which tax gross-up provisions are not included in employment agreements with new employees or added to existing employment agreements with current employees that do not already contain a tax gross-up provision. | | | Clear Target and Maximum Awards. We have established explicit threshold, target and maximum awards under our annual and long-term incentive programs, other than the commissions plan for Mr. Kanofsky. | | Outsized Perquisites. We limit perquisites to items that serve a reasonable business purpose, and generally do not provide other special benefits to our NEOs. | | | Limited Discretion. The Compensation Committee has limited discretion to increase or decrease an NEO’s variable compensation based on individual and/or Company performance. | | Loans. We do not make loans to executive officers of the Company. | | | Establish Rigorous Goals. 2023 targets under our annual and long-term awards were set above prior year target and actual performance. | | Employee Hedging or Pledging. We do not allow our directors, officers or employees or their related parties to purchase the stock of the Company on margin, enter into short sales or buy or sell derivatives in respect of securities of the Company. | | | Pay for Performance. A substantial majority of our NEOs’ compensation is variable and contingent upon the achievement of objective corporate performance goals, as well as other objective measures of success. | | Dividends Pre-vesting. We do not pay cash dividends on unearned and unvested equity awards held by NEOs or any other equity award holders. |

  34. Incentive Compensation Programs

    Senior Bonus Plan. Our Senior Bonus Plan is designed to reward NEOs and other senior executives for financial performance in line with our short-term objectives. For 2023, the Compensation Committee utilized two financial metrics: a revenue target that determines 50% award funding, and an Adjusted EBITDA Margin target, which determines 50% award funding. Commissions Plan. Our Commissions Plan is designed to reward Arie Kanofsky, Chief Revenue Officer, for the creation of incremental revenue for the Company. Similar to our Long-Term Equity Incentive Program discussed below, the Commissions Plan directly ties compensation for Mr. Kanofsky to our Bookings achievement which correlates to our long-term value creation potential. Sales Achievement Bonus. The compensation plan for Mr. Kanofsky also includes a Sales Achievement Bonus of $200,000 that is tied to the 2023 Bookings and renewal rate performance of one of the Company’s brands, Dice. The Sales Achievement Bonus is designed to reward Mr. Kanofsky for reaching the Dice Bookings target and the retention of customers; tying Mr. Kanofsky’s compensation to these two metrics, each of which drives revenue growth and correlates to our long-term value creation potential. Long-Term Equity Incentive Program. Our LTIP consists of a combination of PSUs and restricted stock, which the Compensation Committee selected for their strong retentive impact and linkage to stockholder experience. This structure directly ties compensation to growth in our Bookings for the PSUs, which in turn correlates to our long-term value creation potential, while restricted stock rewards executives in line with increases in the market value of our stock.

  35. How We Establish Executive Compensation Levels

    How We Establish Executive Compensation Levels The Compensation Committee regularly reviews our executive compensation program to: •evaluate the performance of our NEOs; •determine annual, performance-based cash bonuses for our NEOs under our Senior Bonus Plan for the prior fiscal year; •establish the individual and corporate performance objectives for each NEO for the current fiscal year; •set base salaries for our NEOs for the next fiscal year; •determine the portion of total compensation that will be contingent, performance-based pay; and •consider and approve any grants of equity incentive compensation. Our Compensation Committee also reviews the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets. Our Compensation Committee engages in an active dialogue with our CEO concerning strategic objectives and performance targets. Our Compensation Committee, in consultation with our independent compensation consultant, Compensia, establishes, together with the performance objectives, targeted annual cash compensation levels (and maximum achievable compensation) for each NEO by determining each NEO’s base salary and amount of cash bonus compensation contingent upon achievement of performance targets. In preparing the target amounts, the size of one individual element of compensation does, in some respects, affect the Compensation Committee’s determination of what the targeted amount of other components of compensation should be. For example, each executive’s base salary is used as a basis for calculating a target contribution percentage for purposes of establishing the bonus plan. As a general proposition, the Compensation Committee attempts to determine the overall best mix of fixed and variable compensation for each NEO. In making this determination, the Compensation Committee is guided by the compensation philosophy described above. The Compensation Committee, in consultation with our compensation consultant, Compensia, also considers historical compensation levels, the relative compensation levels among our senior executive officers, the competitive pay practices at our peer companies (as described in more detail below) and the competitive pay practices at other companies using third-party compensation studies and surveys performed by independent organizations. We use these third-party compensation studies as a basis for comparing and setting individual elements of, as well as total, executive compensation for the NEOs because they provide compensation information for companies in our industry and also provide comprehensive compensation information not obtainable from public sources. The Compensation Committee also considers industry conditions, corporate performance versus a peer group of companies established taking into consideration the advice of its independent compensation consultant, Compensia, and the overall effectiveness of our compensation program in achieving desired performance levels. Peer Selection Process. The peer group of companies was selected on the basis of their similarity to the Company in size (as determined by revenue, market capitalization, net income and number of employees), business focus, business strategy, growth trajectory and industry. The Compensation Committee reviews the peer group of companies at least annually and makes

  36. How We Establish Executive Compensation Levels

    adjustments to its composition, taking into account changes in both the Company’s business and the businesses of the core peer companies. The companies included in this group may change from year to year depending on various factors, including the acquisition of a referenced company or the identification of other companies that offer more valuable comparative information. The Compensation Committee, taking into account the advice of Compensia, identified the following peer group of companies for 2023 based on size and business focus for comparison purposes in determining compensation:

  37. How We Establish Executive Compensation Levels

    | Our 2023 Peer Companies | | | American Software | Mastech Digital | | Asure Software | PFSweb | | Benefitfocus | Porch Group | | Brightcove | ShotSpotter | | BTRS Holdings | Smith Micro Software | | ChannelAdvisor | Syncrhonoss Technologies | | CoreCard | The Arena Group | | Edgio | TrueCar | | eGain | Veritone | | Information Services Group | Weave Communications |

  38. How We Establish Executive Compensation Levels

    Changes to the peer group from 2022 to 2023 were due to three existing peer companies having been acquired or undergoing acquisition (Net Element, ServiceSource International and Zix), and six that were removed due to market capitalization that no longer met our selection criteria (American Virtual Cloud Technologies, Inuvo, Kaspien Holdings, Marchex, RealNetworks and Travelzoo). After a review of the financials of the remaining 2022 peer group, additional companies were ultimately added to the 2023 peer group (American Software, BTRS Holdings, Brightcove, ChannelAdvisor, CoreCard, Porch Group, ShotSpotter, TrueCar, Veritone and Weave Communications). The process of selecting these additional companies included a review of the financial comparability (primarily revenue and market cap), as well as headcount, growth, and business focus. Internal Pay Equity. We believe that internal pay equity is an important factor to be considered in establishing compensation for our NEOs. The Compensation Committee has not established a policy regarding the ratio of total compensation of the CEO to that of the other officers, but it does review compensation levels to ensure that appropriate pay equity exists, which is determined in the Compensation Committee’s discretion based on our Compensation Committee members’ experience with, and knowledge of, other companies’ practices and the relative performance and criticality of our executives. The Compensation Committee intends to continue to review internal compensation equity and may adopt a formal policy in the future if we deem such a policy to be appropriate. Determination of Total Compensation. It is a key objective to ensure that compensation provided to NEOs remains reasonable and responsible yet competitive relative to the compensation paid to similarly situated executives at comparable companies. It is essential that our overall compensation levels be sufficiently competitive to attract talented leaders and motivate those leaders to achieve superior results. At the same time, our executive compensation programs are intended to be consistent with our focus on controlling costs. In addition to rewarding corporate and individual performance, our compensation program is designed to reward the level of responsibility of, and the position undertaken by, each NEO. Total compensation should generally increase with position and responsibility. As a result, total compensation is higher for individuals with greater responsibility and ability to influence our achievement of targeted results and strategic initiatives. Additionally, as position and responsibility increase, a greater portion of the NEO’s total compensation is performance-based pay contingent on the achievement of performance-based objectives. In the same way, equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation. Determination of New Executive Compensation. When hiring an NEO, the Compensation Committee takes into consideration several factors, including: (i) peer market data, as provided by Compensia, (ii) level of responsibility and influence of NEO, and (iii) internal pay equity. In order to attract and retain talented NEOs, we must ensure that overall compensation is competitive while also consistent with our focus on controlling costs.

  39. Benchmarking

    Benchmarking The Compensation Committee does not believe that it is appropriate to establish compensation levels primarily based on benchmarking. While we recognize that our compensation practices must be competitive in the marketplace, such marketplace information is one of the many factors that we consider in assessing the reasonableness of compensation. When the Compensation Committee determines whether an NEO should receive an increase in salary, the Compensation Committee sometimes reviews independent compensation studies in order to compare the compensation received by comparable executives in similar-sized companies to ensure that the compensation we award is competitive in the marketplace. Compensia, our compensation consultant, conducted a comprehensive review of our compensation programs for executive officers in 2022 to assist in establishing the 2023 executive compensation program. The purpose of these reviews was to assess the design and competitive positioning of our compensation programs and to make recommendations for change, if appropriate, to be implemented as part of our compensation program going forward. For 2023, the Compensation Committee took into account the compensation consultant’s analysis to evaluate and determine the compensation for our NEOs.

  40. Role of Compensation Consultant

    Role of Compensation Consultant In 2023, the Human Capital and Committee retained Compensia as its independent compensation advisor. Compensia possesses special expertise and extensive experience in our industry and has no business other than advising boards and management teams on executive compensation issues. The Compensation Committee considered these, and other factors required by the Commission and NYSE, in selecting Compensia. In 2023, Compensia worked in collaboration with the Company’s management at the Compensation Committee’s direction to review management’s recommendations to the Compensation Committee and to provide information and guidance to management on the Compensation Committee’s behalf. As the Compensation Committee’s consultant, Compensia provided input directly to the Compensation Committee and attended portions of the Compensation Committee’s meetings, including its executive sessions at which management was not present, as required by the Compensation Committee, and in order to support the Compensation Committee’s independent decision-making. Compensia does not provide any services to management. Prior to engaging Compensia, the Compensation Committee considered their independence in accordance with the terms of the Compensation Committee Charter and NYSE rules. The Compensation Committee determined that Compensia is independent and did not identify any conflicts of interest.

  41. Elements of Executive Compensation

    | Compensation Element | What the Element Rewards | Purpose and Key Features | | Base Salary | Qualifications, experience and industry knowledge, quality and effectiveness of leadership, scope of responsibilities, individual goals and objectives and past performance. | Provides competitive level of fixed compensation, with actual salaries determined based on the facts and circumstances of each NEO and competitive market practices. Reviewed annually with adjustments, if any, implemented effective as of January. In considering the elements of base salary rewards, the Compensation Committee does not apply any specific weighting to each element. | | Annual Performance-Senior Bonus Plan (Cash) | Achievement of specified performance objectives with a short-term (generally annual) time horizon. Performance levels are established to incentivize our management to achieve or exceed corporate performance objectives. Compensation Committee maintains flexibility to make additional discretionary awards based on individual performance, although it infrequently utilizes this discretion and did not do so for 2023. | Motivate participants to meet or exceed corporate financial performance objectives during the year, reviewed and approved by the Compensation Committee. For 2023, performance is measured based on revenue (weighted 50%) and Adjusted EBITDA Margin (weighted 50%). The Compensation Committee selected these measures because both are critical in assessing the success of our business performance. Use of objective overall corporate performance metrics fosters teamwork and ensures executives work together in the interest of overall performance. See also Appendix A for further discussion of these measures. | | Annual Performance-Commissions Plan and Sales Achievement Bonus (Cash) | Achievement of specified sales Bookings objectives with a short-term time horizon. Performance levels are established to incentivize sales leadership, specifically Mr. Kanofsky, to achieve or exceed Bookings targets and/or renewal rate targets. | Motivate participant to meet or exceed Company Bookings and/or renewal rate targets during the year, as established by the Compensation Committee. The Bookings target in the Commissions Plan is the same as that used for the Company’s PSUs, as Bookings is a key performance measure that drives future revenue growth. | | Long-Term Equity Incentives •50% PSUs •50% restricted stock | Achievement of objectives designed to enhance long-term stockholder interests and attract, retain, motivate and reward employees over extended periods. Vesting requirements promote retention of highly valued members of management, including our NEOs. | The Compensation Committee views equity compensation as the most effective means of creating a long-term link between executive compensation and gains realized by our stockholders. Annual awards of restricted stock and PSUs vest over a period of time and provide an at-risk, variable pay opportunity. Because the ultimate value of these equity awards is directly related to the price of the Company’s common stock, and the awards are only saleable over an extended period of time subject to vesting, they serve to focus management on the creation and maintenance of long-term stockholder value. The PSU portion of the award is based on Bookings achieved during year one, and thereafter vest in equal annual installments over a period of three years from the grant date, beginning on the date such PSUs are earned, as Bookings momentum is a key indicator of our long-term growth. Long-term equity incentives constitute the most significant component of each NEO’s overall compensation to closely align executives’ pay outcomes with stockholder interests. |

  42. Senior Bonus Plan

    Senior Bonus Plan At the beginning of the year, and for Ms. Leeby in October 2023 in connection with her hiring, the Compensation Committee set target bonuses for our NEOs, as a percentage of their base salaries, which remained unchanged from 2022, except with respect to Mr. Kanofsky, for which the Compensation Committee approved an increase from 25% of base salary to 30% of base salary to align Mr. Kanofsky’s total compensation with market data as provided by Compensia. The following table shows the target bonus opportunities approved for 2023:

  43. Senior Bonus Plan

    | Name | Title | Target Bonus as a Percentage of Salary (%) | Target Bonus Amount ($) | | Art Zeile | President & Chief Executive Officer | 100% | $577,500 | | Raime Leeby | Chief Financial Officer | 60% | $205,000 | | Kevin Bostick | Former Chief Financial Officer | 60% | $246,000 | | Arie Kanofsky | Chief Revenue Officer | 30% | $123,000 | | Chris Henderson | Former Chief Operating Officer | 60% | $246,000 | | Paul Farnsworth | Chief Technology Officer | 50% | $190,000 | | Pamela Bilash | Chief Human Resources Officer | 50% | $172,500 |

  44. Senior Bonus Plan

    (1)Ms. Leeby’s Target Bonus Amount for 2023 represents her base salary prorated based on 10 months of compensation, consistent with her employment agreement. Senior Bonus Plan Funding. For 2023, the Compensation Committee continued to use revenue and Adjusted EBITDA Margin as the performance measures to determine funding for the Senior Bonus Plan, setting rigorous goals for each measure in excess of the strong performance achieved in 2022. For the revenue target, achievement is measured according to the actual revenue achieved divided by target revenue. Actual revenue achieved must exceed 80% of target revenue for 50% of the revenue bonus portion to be earned. If actual revenue exceeds 80% of revenue target, then the bonus related to the target is earned on a pro-rata basis up to 100% achievement at 100% of revenue target. For the Adjusted EBITDA Margin target, if Adjusted EBITDA Margin is less than 21% prior to the Senior Bonus Plan payout, then the bonus related to the target is not earned. If actual results are between an Adjusted EBITDA Margin of 21% prior to the Senior Bonus Plan payout and an Adjusted EBITDA Margin of 21% after the Senior Bonus Plan payout, then the bonus related to the target is earned on a pro-rata basis up to 100% at achievement of an Adjusted EBITDA Margin of 21% after the Senior Bonus Plan payout. If actual results exceed both the revenue target and the Adjusted EBITDA Margin target, after the Senior Bonus Plan payout, then the bonus earned will increase by 6.67% for each 1% of actual revenue over target not to exceed 200%. The 2023 Senior Bonus Plan at December 31, 2023 covers other members of senior management beyond our NEOs.

  45. Senior Bonus Plan

    | Proxy Statement | 34 | |

  46. Senior Bonus Plan

    | | Actual 2023 Revenue | Target 2023 Revenue | Actual 2023 Adjusted EBITDA Margin (1)(2) | Target 2023 Adjusted EBITDA Margin (1)(2) | 2023 Bonus Plan Funded Amount (3) | 2023 Bonus Plan Funded Percentage | | | (dollars in millions) | | | | | | | Senior Bonus Plan | $151.9 | $164.6 | 24% | 21% | $2.5 | 90.3% |

  47. Senior Bonus Plan

    (1)See Appendix A to this Proxy Statement for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to the nearest GAAP financial measure. (2)Actual Adjusted EBITDA Margin includes the Senior Bonus Plan payout. (3)Represents total plan funding, including NEOs. The 2023 Senior Bonus Plan payouts for each of our NEOs were as follows:

  48. Senior Bonus Plan

    | Name | Annual Base Salary ($) | Target Bonus as a Percent of Salary (%) | Target Bonus Amount ($) | Actual Bonus as a Percent of Target Bonus (%) | Actual Bonus Amount ($) | | Art Zeile | $577,500 | 100% | $577,500 | 90.3% | $521,648 | | Raime Leeby1 | $410,000 | 60% | $205,000 | 90.3% | $185,174 | | Kevin Bostick2 | $410,000 | 60% | $246,000 | n.a. | n.a. | | Arie Kanofsky | $410,000 | 30% | $123,000 | 90.3% | $111,104 | | Chris Henderson3 | $410,000 | 60% | $246,000 | n.a. | n.a. | | Paul Farnsworth | $380,000 | 50% | $190,000 | 90.3% | $171,624 | | Pamela Bilash | $345,000 | 50% | $172,500 | 90.3% | $155,817 |

  49. Senior Bonus Plan

    (1)Ms. Leeby became Chief Financial Officer effective December 4, 2023. The calculation of her target and actual annual bonus amount was based on 10 months of compensation pursuant to the terms of her employment agreement. (2)Mr. Bostick served as our Chief Financial Officer through September 1, 2023. Pursuant to the terms of his separation from the Company, he was not eligible for an annual bonus payout in 2023. (3)Mr. Henderson served as our Chief Operating Officer through July 31, 2023. Pursuant to the terms of his separation from the Company, he was not eligible for an annual bonus payout in 2023.

  50. Sales Achievement Bonus

    Sales Achievement Bonus The compensation plan for Arie Kanofsky, our Chief Revenue Officer, includes a target Sales Achievement Bonus of $200,000 that is tied to the 2023 Bookings and renewal rate performance of one of the Company’s brands, Dice. The Sales Achievement Bonus is designed to reward Mr. Kanofsky for reaching the Bookings target and the retention of customers, which drives bookings growth, further leading to revenue growth. For 2023, Mr. Kanofsky was eligible for a Sales Achievement Bonus as follows: $100,000 if Dice’s overall revenue renewal rate is at least 96% and Dice meets or exceeds its bookings target; and $100,000 if Dice’s 2023 pilot renewal rate is at least 30% and Dice meets or exceeds its bookings target. Details of the Sales Achievement Bonus are as follows for 2023 (all target and actual Bookings and Renewal Rate amounts presented below are for Dice only):

  51. Sales Achievement Bonus

    | | ($ in millions) | | | | | | | ($ in thousands) | | | Name | Target Bookings Amount ($)(1) | Actual Bookings Amount ($)(1) | Bookings Achievement (%)(1) | Target Revenue Renewal Rate (%) | Actual Revenue Renewal Rate (%) | Pilot Target Renewal Rate (%) | Pilot Actual Renewal Rate (%) | Target Bonus Amount ($) | Actual Bonus Amount ($) | | Arie Kanofsky | $120.5 | $100.8 | 83.6% | 96.0% | 84.5% | 30.0% | 30.5% | $200,000 | n.a. |

  52. Sales Achievement Bonus

    (1)See Appendix A to this Proxy Statement for the definition of Bookings.

  53. Long-Term Equity Incentives

    Long-Term Equity Incentives For 2023, the Compensation Committee used restricted stock and PSUs as long-term incentive vehicles because in combination they serve to align the interests of executives with those of the stockholders, support a pay-for-performance culture, and foster employee stock ownership while encouraging retention and focusing the management team on increasing value for our stockholders. In determining the number of shares of restricted stock and/or PSUs to be granted to each NEO for 2023, the Compensation Committee considered (1) the individual’s position, scope of responsibility and ability to affect Company performance and stockholder value; (2) the Compensation Committee’s evaluation of the NEO’s performance in preceding fiscal years; (3) the extent to which the long-term equity award grant value is competitive with our peer group companies for long-term equity award grants for comparable positions in the Company’s industry; (4) any extraordinary changes that have occurred (such as a significant change in responsibilities or a promotion); and (5) the value and potential value for the executive of the other elements of the Company’s compensation program and the value of restricted stock and PSUs in relation to such other elements of total compensation. In addition, the Compensation Committee considered the following material factors that have particular relevance to long-term equity grants: (1) the Company-wide equity budget (which is the aggregate grant values of all long-term equity awards available for grant to Company employees, expressed as a percentage of the Company’s market capitalization), which is taken into account in determining the relative size of awards granted to the NEOs to ensure there is sufficient value available for grants to the other eligible employees of the Company; and (2) the NEO’s unrealized value from previous grants, including the number of share of restricted stock and PSUs currently held by him or her and the level of restricted stock and PSUs granted in prior years (with an emphasis on the extent to which outstanding equity grants are still unvested and thus continue to represent substantial retentive value). As with the determinations with respect to other elements of compensation, the Compensation Committee considers all relevant factors taken as a whole in setting the applicable equity grant for the fiscal year. None of these factors were determinative in the Compensation Committee’s decisions, nor was the impact of any one factor determinable. The Compensation Committee typically approves grants annually at its first quarter meeting, but also makes grants from time-to-time in connection with new hires, promotions, and our top performers. In January 2023, for all NEOs other than Ms. Leeby, the Compensation Committee approved the following restricted stock and/or PSU grants. Ms. Leeby’s grants were approved in October 2023 and granted on her start date of December 4, 2023. The Target Long-Term Award Opportunity increased from 2022 to 2023 for the following NEOs: Mr. Zeile’s increased 24%, Mr. Bostick’s increased 38% and Ms. Bilash’s increased 31%. The increase in Target Long-Term Award Opportunity for these NEOs was driven by market data provided by Compensia, bringing these NEOs’ Target Long-Term Award Opportunity in line with the Company’s 2023 peer group.

  54. Long-Term Equity Incentives

    | Proxy Statement | 36 | |

  55. Long-Term Equity Incentives

    | Name | Target Long-Term Award Opportunity ($)1 | Component Mix (PSU/Restricted Stock) (%) | 2023 Restricted Stock Awards (#) | 2023 PSU Awards (#) | | Art Zeile | $2,475,000 | 50/50 | 225,000 | 225,000 | | Raime Leeby | $840,000 | 50/50 | 140,000 | 140,000 | | Kevin Bostick(2) | $990,000 | 50/50 | 90,000 | 90,000 | | Arie Kanofsky | $550,000 | 50/50 | 50,000 | 50,000 | | Chris Henderson(3) | $990,000 | 50/50 | 90,000 | 90,000 | | Paul Farnsworth | $550,000 | 50/50 | 50,000 | 50,000 | | Pamela Bilash | $550,000 | 50/50 | 50,000 | 50,000 |

  56. Long-Term Equity Incentives

    (1)Target value was determined based on an estimated grant date fair value of $5.50 for each restricted stock and PSU award, other than for Ms. Leeby whose estimated grant date fair value was $3.00, which may differ from the actual grant date fair value. (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, Mr. Henderson’s 2023 Long-Term Incentive Awards were forfeited and cancelled at such time, with the exception of 30,000 restricted stock shares that accelerated on his termination date. Restricted Stock All NEOs’ restricted stock grants vest one-third on each of the first three anniversaries of the grant date, subject to continued employment as of each vesting date. Performance Stock Units Under the PSU program, performance relative to the achievement of 2023 Bookings is measured pro-rata against Bookings targets for the year ended December 31, 2023. The 2023 Bookings target was set 10% above our 2022 Bookings. Actual Bookings achieved must exceed 80% of target Bookings for 50% of the PSUs to be earned. If actual Bookings exceeds 80% of Bookings target, then PSU achievement is earned on a pro-rata basis up to 100% achievement at 100% of Bookings target. If actual Bookings results exceed target, then the PSUs earned will increase by 8.3% for each 1% of actual Bookings over target, not to exceed 200% achievement. The number of PSUs earned is determined pro-rata based on actual Bookings achieved compared to target Bookings for 2023. The earned PSUs will vest at a rate of one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period, subject to continued employment as of each vesting date. The 2023 PSU achievement was as follows:

  57. Long-Term Equity Incentives

    | | Actual 2023 | Target 2023 | 2023 Bookings Performance Achievement | | | (dollars in millions) | | | | Bookings(1) | $153.2 | $176.8 | 66.5% |

  58. Long-Term Equity Incentives

    | Proxy Statement | 37 | |

  59. Long-Term Equity Incentives

    As a result, the number of PSUs earned by each of our NEOs under the PSUs granted in 2023 was:

  60. Long-Term Equity Incentives

    | Name | Title | 2023 PSU Awards Granted (#) | 2023 Bookings Performance Achievement | 2023 PSU Awards Achieved (#) | | Art Zeile | President & Chief Executive Officer | 225,000 | 66.5% | 149,646 | | Raime Leeby | Chief Financial Officer | 140,000 | 66.5% | 93,113 | | Kevin Bostick(1) | Former Chief Financial Officer | 90,000 | 66.5% | n.a. | | Arie Kanofsky | Chief Revenue Officer | 50,000 | 66.5% | 33,255 | | Chris Henderson(2) | Former Chief Operating Officer | 90,000 | 66.5% | n.a. | | Paul Farnsworth | Chief Technology Officer | 50,000 | 66.5% | 33,255 | | Pamela Bilash | Chief Human Resources Officer | 50,000 | 66.5% | 33,255 |

  61. Long-Term Equity Incentives

    (1)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 unvested equity awards that remained unvested as of September 1, 2023, including the 2023 PSU award, were forfeited and cancelled at such time. (2)Mr. Henderson served as our Chief Operating Officer through July 31, 2023. Pursuant to the terms of his separation from the Company, Mr. Henderson’s 2023 PSU award was forfeited and cancelled on July 31, 2023.

  62. Severance and Change-in-Control Arrangements

    Severance and Change-in-Control Arrangements We believe that companies should provide reasonable severance benefits to executive officers due to the greater level of difficulty they face in finding comparable employment in a short period of time and greater risk of job loss or modification as a result of a change-in-control transaction than other employees. By reducing the risk of job loss or reduction in responsibilities, the change-in-control provision helps ensure that our executive officers support potential change-in-control transactions that may be in the best interests of our stockholders, even though the transaction may create uncertainty in their personal employment situation, and are necessary to ensure that our total employment package for them remains market competitive. Each NEO is entitled to receive severance benefits under the terms of his or her individually negotiated employment agreement upon either termination by us without cause or, under certain circumstances for certain of our NEOs, resignation by the executive for good reason. For details on our severance and change-in-control arrangements, see “Executive Compensation Tables - Potential Post-Employment Payments Upon Termination or Change-in-Control.”

  63. Compensation Practices and Risks

    Compensation Practices and Risks The Compensation Committee has discussed the concept of risk as it relates to our compensation program, and the Compensation Committee does not believe our compensation program encourages excessive or inappropriate risk taking for the following reasons: •our use of different types of compensation vehicles provides a balance of long-term and short-term incentives with fixed and variable components; •we grant equity-based awards with time-based vesting, which encourage participants to look to long-term appreciation in equity values; •our system of internal control over financial reporting, standards of business conduct and whistleblower program, among other things, reduce the likelihood of manipulation of our financial performance to enhance payments under the features of our performance-based compensation programs; •our clawback policies, under which the Company may seek reimbursement of annual incentive or other performance-based compensation awards made to covered officers under certain circumstances; and •our stock ownership guidelines for our directors and officers, which requires these directors and officers to achieve target ownership levels under the terms of the guidelines. The Company’s management reviews the primary elements of our compensation program on an annual basis and reviews the other elements from time-to-time to ensure that compensation levels remain competitive. Accordingly, the Compensation Committee has reviewed our compensation policies and practices for all employees, including our NEOs and other executives, and has concluded that these policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company.

  64. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total cash and non-cash compensation paid by us or incurred on our behalf to our NEOs during the years ended December 31, 2021, December 31, 2022, and December 31, 2023, as applicable.

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Art Zeile | 2023 | 577,500 | — | 2,704,500 | 521,648 | 22,366 | 3,826,014 | | President & | 2022 | 550,000 | — | 1,724,195 | 960,142 | 21,491 | 3,255,828 | | Chief Executive Officer | 2021 | 590,680 | — | 1,179,000 | 912,176 | 20,966 | 2,702,822 | | Raime Leeby(5) | 2023 | 31,538 | — | 758,800 | 185,174 | — | 975,512 | | Chief Financial Officer | | | | | | | | | Kevin Bostick | 2023 | 275,962 | — | 1,081,800 | — | 150,697 | 1,508,459 | | Former Chief Financial | 2022 | 400,000 | — | 620,400 | 418,971 | 13,236 | 1,452,607 | | Officer | 2021 | 419,349 | — | 419,200 | 378,138 | 12,711 | 1,229,398 | | Arie Kanofsky | 2023 | 410,000 | — | 601,000 | 386,276 | 19,353 | 1,416,629 | | Chief Revenue Officer | 2022 | 400,000 | 100,000 | 517,000 | 496,128 | 18,478 | 1,531,606 | | | 2021 | 386,243 | — | 262,000 | 371,630 | 17,953 | 1,037,826 | | Chris Henderson | 2023 | 238,115 | — | 1,081,800 | — | 183,570 | 1,503,485 | | Former Chief Operating | 2022 | 400,000 | — | 982,300 | 418,971 | 10,909 | 1,812,180 | | Officer | 2021 | 379,704 | — | 524,000 | 358,236 | 10,384 | 1,272,324 | | Paul Farnsworth | 2023 | 380,000 | — | 601,000 | 171,624 | 11,784 | 1,164,408 | | Chief Technology Officer | 2022 | 360,000 | — | 517,000 | 314,228 | 10,909 | 1,202,137 | | | 2021 | 335,054 | — | 366,800 | 265,360 | 10,384 | 977,598 | | Pamela Bilash(5) | 2023 | 345,000 | — | 601,000 | 155,817 | 16,262 | 1,118,079 | | Chief Human Resources | | | | | | | | | Officer | | | | | | | |

  66. Summary Compensation Table

    (1)For 2021, salary for each NEO includes vacation payouts as the Company transitioned to a flexible time off policy, in the amount of $40,680 for Mr. Zeile, $39,349 for Mr. Bostick, $19,704 for Mr. Henderson, $36,243 for Mr. Kanofsky, and $15,054 for Mr. Farnsworth. (2)Represents the aggregate grant date fair value of restricted stock and PSUs, which are valued at target achievement, granted during the year in accordance with the FASB ASC Topic 718 Stock Compensation. See Notes 2 and 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions made in determining these values. These amounts do not correspond to the actual value that may be realized by our NEOs for these awards. For the year ended December 31, 2023, on February 3, 2023, assuming performance had been achieved at maximum performance, the grant date fair value of such PSUs would have been: $2,704,500 for Mr. Zeile; $758,800 for Ms. Leeby; $601,000 for Mr. Kanofsky; $601,000 for Mr. Farnsworth; and $601,000 for Ms. Bilash. For the year ended December 31, 2023, actual achievement was 66.5% for the PSUs. (3)Represents awards made pursuant to the Senior Bonus Plan and earned during the year indicated. For Mr. Kanofsky, the amount for 2023 represents an award of $111,104 pursuant to the Senior Bonus Plan and $275,172 of commissions. (4)These amounts represent employer contributions to our 401(k) plan, disability, and life insurance premiums paid on behalf of the NEO. For 2023, Mr. Zeile’s consist of $11,550 of employer contributions to 401(k) plan, $10,582 of disability premiums paid, and $234 of life insurance premiums paid. For 2023, Mr. Bostick’s consist of $136,667 of consultancy fee, $11,550 of employer contributions to 401(k) plan, $2,327 of disability premiums paid, and $153 of life insurance premiums paid. For 2023, Mr. Kanofsky’s consist of $11,550 of employer contributions to 401(k) plan, $7,569 of disability premiums paid, and $234 of life insurance premiums paid. For 2023, Mr. Henderson’s consist of $171,885 of severance, $11,550 of employer contributions to 401(k) plan and $135 of life insurance premiums paid. For 2023, Mr. Farnsworth’s consist of $11,550 of employer contributions to 401(k) plan and $234 of life insurance premiums paid. For 2023, Ms. Bilash’s consist of $11,550 of employer contributions to 401(k) plan, $4,478 of disability premiums paid, and $234 of life insurance premiums paid. (5)Ms. Leeby and Ms. Bilash were not NEOs in fiscal year 2022 or 2021.

  67. Summary Compensation Table

    | Proxy Statement | 41 | |

  68. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table details grants of plan-based awards to our NEOs during the year ended December 31, 2023:

  69. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Award Type | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Approval Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Art Zeile | Restricted Stock | 2/3/2023 | 2/3/2023 | | | | | | | 225,000 | 1,352,250(2) | | President & Chief | PSUs | 2/3/2023 | 2/3/2023 | | | | — | 225,000 | 450,000 | | 1,352,250(3) | | Executive Officer | Senior Bonus Plan | | | — | 577,500 | 1,155,000 | | | | | | | Raime Leeby | Restricted Stock | 10/25/2023 | 12/4/2023 | | | | | | | 140,000 | 379,400(2) | | Chief Financial | PSUs | 10/25/2023 | 12/4/2023 | | | | — | 140,000 | 280,000 | | 379,400(3) | | Officer | Senior Bonus Plan | | | — | 205,000 | 410,000 | | | | | | | Kevin Bostick | Restricted Stock | 2/3/2023 | 2/3/2023 | | | | | | | 90,000 | 540,900(2) | | Former Chief | PSUs | 2/3/2023 | 2/3/2023 | | | | — | 90,000 | 180,000 | | 540,900(3) | | Financial Officer | Senior Bonus Plan | | | — | 246,000 | 492,000 | | | | | | | Arie Kanofsky | Restricted Stock | 2/3/2023 | 2/3/2023 | | | | | | | 50,000 | 300,500(2) | | Chief Revenue | PSUs | 2/3/2023 | 2/3/2023 | | | | — | 50,000 | 100,000 | | 300,500(3) | | Officer | Senior Bonus Plan | | | — | 123,000 | 246,000 | | | | | | | | Commissions | | | — | 300,000 | — | | | | | (4) | | | Sales Achievement Bonus | | | — | 200,000 | 200,000 | | | | | (5) | | Chris Henderson | Restricted Stock | 2/3/2023 | 2/3/2023 | | | | | | | 90,000 | 540,900(2) | | Former Chief | PSUs | 2/3/2023 | 2/3/2023 | | | | — | 90,000 | 180,000 | | 540,900(3) | | Operations Officer | Senior Bonus Plan | | | — | 246,000 | 492,000 | | | | | | | Paul Farnsworth | Restricted Stock | 2/3/2023 | 2/3/2023 | | | | | | | 50,000 | 300,500(2) | | Chief Technology | PSUs | 2/3/2023 | 2/3/2023 | | | | — | 50,000 | 100,000 | | 300,500(3) | | Officer | Senior Bonus Plan | | | — | 190,000 | 380,000 | | | | | | | Pamela Bilash | Restricted Stock | 2/3/2023 | 2/3/2023 | | | | | | | 50,000 | 300,500(2) | | Chief Human | PSUs | 2/3/2023 | 2/3/2023 | | | | — | 50,000 | 100,000 | | 300,500(3) | | Resources Officer | Senior Bonus Plan | | | — | 172,500 | 345,000 | | | | | |

  70. Grants of Plan-Based Awards for Fiscal Year 2023

    (1)For a description of the material terms of these awards, please see the “Compensation Discussion and Analysis—Elements of Executive Compensation—Senior Bonus Plan” and “Compensation Discussion and Analysis—Elements of Executive Compensation—Commissions Plan.” (2)The restricted stock vests in equal installments over three years, subject to continued employment as of each vesting date. We estimated the fair value of restricted shares using the closing price of the Company’s stock on the grant date in accordance with the FASB ASC Topic 718 Stock Compensation. See Notes 2 and 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 the assumptions made in determining these values. (3)Once earned, the PSUs vest at a rate of one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period, subject to continued employment as of each vesting date. We estimated the fair value of PSUs using the closing price of the Company’s stock on the grant date in accordance with the FASB ASC Topic 718 Stock Compensation. See Notes 2 and 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions made in determining these values. (4)The commissions are calculated quarterly based on year-to-date actual Bookings compared to the year-to-date Bookings quota and a paid in the month following the end of each quarter, as approved by the Board in January 2023. (5)The Sales Achievement Bonus is paid annually, if earned. Please see the “Compensation Discussion and Analysis—Elements of Executive Compensation—Sales Achievement Bonus.”

  71. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Senior Bonus Plan. Our Senior Bonus Plan is designed to motivate and reward performance by providing annual, performance-based cash bonuses based on meeting and exceeding annual performance goals. Our business performance for the Senior Bonus Plan is measured by the achievement of Revenue (50% award funding) and Adjusted EBITDA Margin (50%

  72. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Proxy Statement | 42 | |

  73. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    award funding) targets. Bonuses are calculated as a percentage of the executive’s earned base salary, then adjusted by the actual achievement of Revenue and Adjusted EBITDA Margin targets. The total bonus cannot exceed 200% of the target bonus. See further discussion in “Compensation Discussion and Analysis - How We Establish Executive Compensation Levels.” Commissions Plan. Our Commissions Plan is designed to reward Arie Kanofsky, Chief Revenue Officer, for the creation of incremental revenue for the Company. Similar to our Long-Term Equity Incentive Program discussed below, the Commissions Plan directly ties compensation for Mr. Kanofsky to our Bookings achievement, which correlates to our long-term value creation potential. See further discussion in “Compensation Discussion and Analysis - How We Establish Executive Compensation Levels.” Sales Achievement Bonus. The compensation plan for Mr. Kanofsky also includes a target Sales Achievement Bonus that is tied 2023 Bookings and renewal rate performance of one of the Company’s brands, Dice. The Sales Achievement Bonus is designed to reward Mr. Kanofsky for reaching the Bookings target and the retention of customers; tying Mr. Kanofsky’s compensation to these two metrics, each of which driving revenue growth, correlates to long-term value creation potential. See further discussion in “Compensation Discussion and Analysis - How We Establish Executive Compensation Levels.” Long-Term Equity Inventive Program (LTIP). Our LTIP consists of a combination of restricted stock and PSUs for our executive officers. The 2023 restricted stock grant vests over a three year period, with one-third vesting on the first, second, and third anniversaries of the grant date, subject to continued employment as of each vesting date. The number of PSUs earned is determined based on actual Bookings achieved compared to target Bookings for 2023, with maximum achievement at 200% of the PSUs originally granted. The earned PSUs will vest at a rate of one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period, subject to continued employment as of each vesting date. See further discussion in “Compensation Discussion and Analysis - How We Establish Executive Compensation Levels.”

  74. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table presents information regarding the outstanding equity awards held by each of our NEOs at December 31, 2023. There were no option awards outstanding for any of our NEOs as of December 31, 2023. Messrs. Bostick and Henderson had no outstanding equity awards as of December 31, 2023.

  75. Outstanding Equity Awards as of December 31, 2023

    | | | Stock Awards | | | | | Number of Shares of Stock or Units of Stock That Have Not Vested (#) | Market Value of Shares of Stock or Units of Stock That Have Not Vested ($)(1) | | Name | Grant Date | | | | Art Zeile | 1/26/2021 | 50,000(2) | 129,500 | | | 1/25/2022 | 89,000(2) | 230,510 | | | 2/3/2023 | 225,000(2) | 582,750 | | | 1/26/2021 | 200,000(3) | 518,000 | | | 1/25/2022 | 245,256(3) | 635,213 | | | 2/3/2023 | 149,625(3) | 387,529 | | Raime Leeby | 12/4/2023 | 140,000(2) | 362,600 | | | 12/4/2023 | 93,100(3) | 241,129 | | Arie Kanofsky | 1/26/2021 | 16,667(2) | 43,168 | | | 1/25/2022 | 33,334(2) | 86,335 | | | 2/3/2023 | 50,000(2) | 129,500 | | | 1/26/2021 | 33,334(3) | 86,335 | | | 1/25/2022 | 61,315(3) | 158,806 | | | 2/3/2023 | 33,250(3) | 86,118 | | Paul Farnsworth | 1/26/2021 | 23,334(2) | 60,435 | | | 1/25/2022 | 33,334(2) | 86,335 | | | 2/3/2023 | 50,000(2) | 129,500 | | | 1/26/2021 | 46,668(3) | 120,870 | | | 1/25/2022 | 61,315(3) | 158,806 | | | 2/3/2023 | 33,250(3) | 86,118 | | Pamela Bilash | 1/26/2021 | 13,334(2) | 34,535 | | | 1/25/2022 | 23,334(2) | 60,435 | | | 2/3/2023 | 50,000(2) | 129,500 | | | 1/26/2021 | 26,668(3) | 69,070 | | | 1/25/2022 | 42,921(3) | 111,165 | | | 2/3/2023 | 33,250(3) | 86,118 |

  76. Outstanding Equity Awards as of December 31, 2023

    (1)We estimated the market value of restricted stock awards and the earned PSUs using the closing price of the Company’s common stock on December 31, 2023, which was $2.59 a share. (2)The restricted stock vests in three equal annual installments beginning on the first anniversary of the grant date, provided the employee remains employed through each vesting date. (3)Represents earned PSUs that vest at a rate of one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period, provided the recipient remains employed through each vesting date.

  77. Outstanding Equity Awards as of December 31, 2023

    | Proxy Statement | 45 | |

  78. Stock Vested During Fiscal Year 2023

    Stock Vested During Fiscal Year 2023

  79. Stock Vested During Fiscal Year 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Art Zeile | 577,489 | 3,408,099 | | Raime Leeby | n.a. | n.a. | | Kevin Bostick | 141,321 | 828,510 | | Arie Kanofsky | 101,114 | 591,838 | | Chris Henderson(3) | 448,701 | 2,173,498 | | Paul Farnsworth | 149,714 | 882,124 | | Pamela Bilash | 105,517 | 622,607 |

  80. Stock Vested During Fiscal Year 2023

    (1)Represents gross shares that vested during 2023. Upon vesting, acquired shares may be net settled to satisfy tax withholding obligations. (2)The value realized is based on the closing price of the Company’s common stock on the vesting date. (3)In connection with Mr. Henderson’s separation agreement, the vesting of 95,001 shares of restricted stock and 124,917 PSUs were accelerated on July 31, 2023.

  81. Potential Post-Employment Payments Upon Termination or Change-in-Control

    Potential Post-Employment Payments Upon Termination or Change-in-Control Equity Award Provisions According to the terms of our 2012 Omnibus Equity Award Plan, as Amended and Restated (the “2012 Equity Plan”) and our 2022 Omnibus Equity Award Plan, as Amended and Restated (the “2022 Equity Plan”), if an NEO’s employment is terminated due to death or disability or for any other reason except by us for cause, the unvested portion of their equity awards will expire on the date they are terminated. Under both the 2012 Equity Plan and the 2022 Equity Plan, if we terminate any NEO’s employment for cause, the unvested equity awards will terminate on the same date such NEO’s employment is terminated. In the event a change of control occurs prior to the end of the performance period, pursuant to the PSU award agreements under the 2012 Equity Plan, the targets for the PSUs will be prorated to reflect the elapsed time from the beginning of the performance period through the date of the consummation of the change of control. The Company will determine the amount of PSUs earned based on performance through the consummation of the change of control (the “earned CIC PSU”), and the executive will vest in a prorated portion of the earned CIC PSUs based on the number of days that has elapsed since the date of grant, provided that the executive remains employed through the completion of the change of control. The remaining earned CIC PSUs will convert into service-based restricted stock which will vest, without regard to performance, ratably on a monthly basis through the third anniversary of the date of grant, provided that the executive remains employed through each such date. Any PSUs in excess of the earned CIC PSUs will be forfeited. According to the terms of the 2012 Equity Plan and 2022 Equity Plan, if an NEO’s employment is terminated by the Company other than for cause (and other than due to death or disability) within 12 months following a change of control, all outstanding equity awards will immediately become vested, and if applicable, exercisable. Employment Agreements The employment of each NEO may be terminated by us or by the NEO at any time, with or without cause, subject to the provisions of his or her employment agreement. The termination provisions applicable to each NEO are summarized below: Art Zeile If Mr. Zeile’s employment is terminated by us without cause or by him for good reason other than during the period commencing immediately prior to a change of control and ending 12 months after the consummation of such change of control, upon his execution of a release, Mr. Zeile would be entitled to receive (i) a lump-sum severance payment equal to 100% of his then-current annual base salary, (ii) his accrued but unpaid annual bonus, paid at the time that executives are generally paid

  82. Potential Post-Employment Payments Upon Termination or Change-in-Control

    | Proxy Statement | 46 | |

  83. Potential Post-Employment Payments Upon Termination or Change-in-Control

    their annual bonuses and (iii) accelerated vesting with respect to 100% of his outstanding equity-based awards (if any) (provided that performance-based awards will be governed by the terms of the award agreements). If Mr. Zeile’s employment is terminated by the Company without cause or by him for good reason, in either case, during the period commencing immediately prior to a change of control and ending 12 months after the consummation of such change of control, upon his execution of a release, Mr. Zeile would be entitled to receive (i) a lump-sum severance payment equal to (a) 100% of his then-current annual base salary and (b) the amount of his then-current bonus target (or, if higher, the amount of any annual bonus paid in respect of the calendar year prior to the calendar year of the termination of employment); (ii) any accrued but unpaid annual bonus, paid at the time that executives are generally paid their annual bonuses and (iii) accelerated vesting with respect to 100% of his outstanding equity-based awards (if any) (provided that performance-based awards will be governed by the terms of the award agreements). Upon any termination by the Company without cause or by Mr. Zeile for good reason, subject to his execution of a release, Mr. Zeile would be entitled to reimbursement for the cost of COBRA coverage, in excess of the cost of such benefits that active employees are required to pay, for a period of 12 months following termination. Raime Leeby If Ms. Leeby’s employment is terminated by us without cause, other than following a change of control, upon her execution of a release, Ms. Leeby would be entitled to receive (i) a lump-sum severance payment equal to nine-months of her then-current annual base salary, and (ii) her annual bonus with respect to any completed year for which the employee has not yet been paid, paid at the time that executives are generally paid their annual bonuses. If Ms. Leeby’s employment is terminated by us without cause or by her for good reason, in each case, within 12 months following a change of control, upon her execution of a release, Ms. Leeby would be entitled to receive (i) a lump-sum severance payment equal to (a) 100% of her then-current annual base salary and (b) the amount of her then-current bonus target (or, if higher, the amount of any annual bonus paid in respect of the calendar year prior to the calendar year of the termination of employment); (ii) any accrued but unpaid annual bonus, paid at the time that executives are generally paid their annual bonuses and (iii) accelerated vesting with respect to 100% of her outstanding equity-based awards (if any) (provided that performance-based awards will be governed by the terms of the award agreements). Upon any termination by the Company without cause or by her for good reason, Ms. Leeby would be entitled to reimbursement for the cost of COBRA coverage, in excess of the cost of such benefits that active employees are required to pay, for a period of 12 months following termination. Arie Kanofsky If Mr. Kanofsky’s employment is terminated by us without cause, other than following a change of control, upon his execution of a release, Mr. Kanofsky would be entitled to receive (i) a lump-sum severance payment equal to nine-months his then-current annual base salary, (ii) his annual bonus with respect to any completed year for which the employee has not yet been paid, paid at the time that executives are generally paid their annual bonuses, and (iii) accelerated vesting with respect to each individual outstanding equity-based award if a majority of shares under such award have previously vested as of the date of termination. If Mr. Kanofsky’s employment is terminated by us without cause or by him for good reason, in each case, within 12 months following a change of control, upon his execution of a release, he would be entitled to receive (i) a lump-sum severance payment equal to (a) 100% of his then-current annual base salary and (b) the amount of his then-current bonus target (or, if higher, the amount of any annual bonus paid in respect of the calendar year prior to the calendar year of the termination of employment); (ii) any accrued but unpaid annual bonus, paid at the time that executives are generally paid their annual bonuses and (iii) accelerated vesting with respect to 100% of his outstanding equity-based awards (if any) (provided that performance-based awards will be governed by the terms of the award agreements). Upon any termination by the Company without cause or by him for good reason, Mr. Kanofsky would be entitled to reimbursement for the cost of COBRA coverage, in excess of the cost of such benefits that active employees are required to pay, for a period of 12 months following termination.

  84. Potential Post-Employment Payments Upon Termination or Change-in-Control

    | Proxy Statement | 47 | |

  85. Potential Post-Employment Payments Upon Termination or Change-in-Control

    Paul Farnsworth If Mr. Farnsworth’s employment is terminated by us without cause other than during the period commencing immediately prior to a change of control and ending 12 months after the consummation of such change of control, upon his execution of a release, Mr. Farnsworth would be entitled to receive (i) a lump-sum severance payment equal to nine-months of his then-current annual base salary, and (ii) his annual bonus with respect to any completed year for which the employee has not yet been paid, paid at the time that executives are generally paid their annual bonuses. If Mr. Farnsworth’s employment is terminated by us without cause or by him for good reason, in each case, within 12 months following a change of control, upon his execution of a release, he would be entitled to receive (i) a lump-sum severance payment equal to (a) 100% of his then-current annual base salary and (b) the amount of his then-current bonus target (or, if higher, the amount of any annual bonus paid in respect of the calendar year prior to the calendar year of the termination of employment); (ii) any accrued but unpaid annual bonus, paid at the time that executives are generally paid their annual bonuses and (iii) accelerated vesting with respect to 100% of his outstanding equity-based awards (if any) (provided that performance-based awards will be governed by the terms of the award agreements). Upon any termination by the Company without cause or by him for good reason, Mr. Farnsworth would be entitled to reimbursement for the cost of COBRA coverage, in excess of the cost of such benefits that active employees are required to pay, for a period of 12 months following termination. Pamela Bilash If Ms. Bilash’s employment is terminated by us without cause other than during the period commencing immediately prior to a change of control and ending 12 months after the consummation of such change of control, upon her execution of a release, Ms. Bilash would be entitled to receive (i) a lump-sum severance payment equal to nine-months of her then-current annual base salary, and (ii) her annual bonus with respect to any completed year for which the employee has not yet been paid, paid at the time that executives are generally paid their annual bonuses. If Ms. Bilash’s employment is terminated by us without cause or by her for good reason, in each case, within 12 months following a change of control, upon her execution of a release, Ms. Bilash would be entitled to receive (i) a lump-sum severance payment equal to (a) 100% of her then-current annual base salary and (b) the amount of her then-current bonus target (or, if higher, the amount of any annual bonus paid in respect of the calendar year prior to the calendar year of the termination of employment); (ii) any accrued but unpaid annual bonus, paid at the time that executives are generally paid their annual bonuses and (iii) accelerated vesting with respect to 100% of her outstanding equity-based awards (if any) (provided that performance-based awards will be governed by the terms of the award agreements). Upon any termination by the Company without cause or by her for good reason, Ms. Bilash would be entitled to reimbursement for the cost of COBRA coverage, in excess of the cost of such benefits that active employees are required to pay, for a period of 12 months following termination. Applicable Definitions. For purposes of this section: A termination for “cause” generally includes embezzlement; misappropriation of funds of the Company; conviction of a felony; commission of any other act of dishonesty which causes material economic harm to the Company; acts of fraud or deceit which causes material economic harm to the Company; material breach of any provision of an employment agreement; willful failure to substantially perform duties; willful breach of fiduciary duty to the Company involving personal profit; or significant violation of Company policy of which such executive is made aware (or should reasonably be expected to be aware) or other contractual, statutory or common law duties to the Company. For Mr. Farnsworth and Ms. Bilash, “Good Reason” means (i) a material diminution in the responsibilities, title or authority of the employee; (ii) a material reduction in salary of the employee; or (iii) relocation of the employee to a Company office more than 50 miles from the Company’s office in Centennial, Colorado. “Good Reason” for Mr. Kanofsky, and Ms. Leeby includes all of the above and (iv) if the employee no longer reports to the Chief Executive Officer. For Mr. Zeile, “Good Reason” means the occurrence of any of the following without his consent: (i) a material diminution in the responsibilities, title, duties and reporting lines, (ii) a material reduction in salary, incentive compensation and other employee benefits, (iii) relocation to an office more than 40 miles from the principal office at which Mr. Zeile is employed, (iv) any material breach by the Company of the employment agreement or (v) the failure of any successor to assume, in writing, all obligations under the employment agreement.

  86. Potential Post-Employment Payments Upon Termination or Change-in-Control

    | Proxy Statement | 48 | |

  87. Potential Post-Employment Payments Upon Termination or Change-in-Control

    A “change of control” consists of any of the following: •an acquisition of more than 50% of our voting securities (other than acquisitions from or by us); •any stockholder-approved transfer or disposition of all or substantially all of our assets; •any plan of liquidation providing for the distribution of all or substantially all of our assets; •the consummation of a reorganization, merger or consolidation or sale or disposition of all or substantially all our assets or the acquisition of assets or stock of another corporation or other business combination, unless following such business combination (1) all or substantially all of the beneficial owners of our securities before the business combination beneficially own more than 60% of the voting securities of the resulting corporation in substantially the same proportions as their ownership before the transaction; (2) no person owns 20% or more of the voting securities of the resulting corporation except to the extent that such ownership existed before the business combination; and (3) the members of our Board of Directors prior to such business combination constitute at least a majority of the Board of Directors of the resulting corporation; or •a change in the composition of our Board over a period of 36 months or less such that a majority of the Board members cease to be continuing directors.

  88. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO, Mr. Zeile, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. We identified the median employee for this review by examining the 2023 total cash compensation for all employees, excluding Mr. Zeile, who were employed by us on December 31, 2023. We included all full-time, part-time, and temporary employees and did not make any assumptions, adjustments, or estimates with respect to annual total compensation, and we did not annualize the compensation for any permanent employees who were not employed by us for all of 2023. As of December 31, 2023, our employee population consisted of approximately 460 individuals. We determined the total cash compensation of our median employee by taking: (i) salary received in 2023, including over-time and paid time-off, and (ii) 2023 incentive compensation, whether commissions paid, or actual bonus earned, and (iii) value of 2023 equity granted. The Company believes this process yielded an equitable result as it was applied on a consistent basis for each employee. We then ranked the annual total cash compensation of all employees, excluding Mr. Zeile, from lowest to highest to determine the median employee. Following our review, we determined that for 2023: •the median employee’s total annual compensation was $140,512; •Mr. Zeile’s total annual compensation was $3,826,014, as reported in the Summary Compensation Table above; and •the ratio of Mr. Zeile’s annual total compensation to the median employee’s total annual compensation was 27:1 We believe the methodology, assumptions, and estimates described above to be reasonable given the nature of our workforce. As acknowledged by the Commission, there is a significant amount of flexibility and discretion in determining a company’s approach, which makes pay ratios across similar companies and more broadly, our industry, difficult to compare.

  89. CEO PAY RATIO

    | Proxy Statement | 52 | |

  90. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following information is presented to disclose the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and the Company’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s CEO, Mr. Art Zeile, and (ii) the Company’s NEOs other than Mr. Zeile, on an average basis. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our NEO’s during the applicable year. The methodology for calculating amounts presented in the columns “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for other NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the “Reconciliation of Summary Compensation Total to CAP” table below. Discussion of the relationship between CAP and the Company performance measures is also presented below.

  91. Pay Versus Performance Table

    Pay Versus Performance Table

  92. Pay Versus Performance Table

    | | | | | | Value of initial fixed $100 investment based on: | | ($ in thousands) | | | Year | Summary 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 Shareholder Return $(2) | Peer Group Total Shareholder Return $(3)(6) | Net Income (Loss) $(4) | Company Selected Measure - Revenue $(5) | | 2023 | 3,826,014 | 867,441 | 1,281,095 | 637,748 | 86 | 135 | 3,491 | 151,878 | | 2022 | 3,255,828 | 3,089,068 | 1,499,633 | 1,523,475 | 176 | 89 | 4,176 | 149,680 | | 2021 | 2,702,822 | 9,503,596 | 1,129,287 | 2,492,880 | 207 | 163 | (29,742) | 119,903 | | 2020 | 3,406,708 | 1,156,370 | 907,662 | 837,752 | 74 | 153 | (30,015) | 111,167 | | (1) The other NEOs for 2023 were Raime Leeby, Kevin Bostick, Chris Henderson, Arie Kanofsky, Paul Farnsworth, 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 previous year. The values were $120 for 2020, $138 for 2021, $110 for 2022, and $128 for 2023. | | | | | | | | |

  93. Pay Versus Performance Table

    | Proxy Statement | 53 | |

  94. Descriptions of the Information Presented in the Pay versus Performance Table

    Descriptions of the Information Presented in the Pay versus Performance Table We are providing the following graphics to illustrate the relationship between the CAP to our CEO and our other NEOs (not including the CEO) as a group and Company performance as set forth and described in and under the “Pay versus Performance Table,” including the Company cumulative total shareholder return (“TSR”), net income and revenue. In addition, we are providing graphics to illustrate the relationship between the Company's revenue performance relative to CAP and cumulative TSR and our peer group's cumulative TSR. Revenue and Net Income Total Shareholder 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%

  95. Descriptions of the Information Presented in the Pay versus Performance Table

    | Proxy Statement | 54 | |

  96. Descriptions of the Information Presented in the Pay versus Performance Table

    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. Our peer group TSR increased 52% over the same period. In total, our TSR over the four-year period declined 14% while the our peer group increased 35%. 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 shareholder value will be maximized through Bookings growth, which drives future revenue growth, while maintaining profitability as measured through Adjusted EBITDA and Adjusted EBITDA Margin.

  97. Descriptions of the Information Presented in the Pay versus Performance Table

    | Proxy Statement | 55 | |

  98. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The current term of office of the Company’s Class II Directors expires at the 2024 Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board proposes that the following nominees, each of whom are currently serving as directors, be elected for a new term of three years or until their successors are duly elected and qualified. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. See “Directors and Corporate Governance” for a full biography of each nominee. Jim Friedlich Kathleen Swann Joseph Massaquoi, Jr. Directors are elected by a majority of the votes cast with respect to a director nominee. For more information regarding voting in director elections, see the sections of the Proxy Statement entitled “Proxy Statement Summary” and “Frequently Asked Questions About Voting and the Annual Meeting.” There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he is or was to be selected as a director or officer of our Company. There are no family relationships among our executive officers and directors.