DEF 14A of Dhi Group, Inc., Apr 7, 2025

DEF 14A of Dhi Group, Inc.

Filed Apr 7, 2025 · FY20240001393883-25-000052

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.

  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 experience, viewpoints, skills, background 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 2024 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 | ●●●● ●●●● | | | Human Capital Management | Knowledge of our core customer requirements as a direct customer of our product or equivalent products | ●● |

  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 background, 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 | | | Brian “Skip” Schipper | Mr. Schipper possesses specific attributes that qualify him to serve as a director, including his extensive industry experience, his knowledge of our core customer product, his human resources expertise and his experience 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. Mr. Schipper’s extensive industry experience and his human resources expertise form 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 64 | | | | Director Since 2014 | | Human Capital Management | | DHI Committee(s): | | | | Nominating and Corporate Governance | | Investment | | Class III Director | | | | Term Expiring 2025 | | |

  9. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 8 | |

  10. DIRECTORS AND CORPORATE GOVERNANCE

    | | Director Nominees | | | David Windley | Mr. Windley possesses specific attributes that qualify him to serve as a director, including his people and compensation expertise, his knowledge of our core customer product, and his experience as a member of the board of directors of other organizations. | | | | David Windley has been a director since February 2019. Since March 2023, Mr. Windley has served as Executive Chairman of HootRecruit (formerly 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, on the board of AARP since 2022 and on the board of directors of PowerToFly since 2023. 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 and CEO of HootRecruit | | | | | | | | | | Technology and Security Infrastructure | | Age 62 | | | | Director Since 2019 | | | | DHI Committee(s): | | Governance, Risk and Compliance | | Chair Human Capital and Compensation Committee | | | | | | | | Class III Director | | Human Capital Management | | Term Expiring 2025 | | | | | | | | | | Scaling a Business | | | | | | | | Investment |

  11. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 9 | |

  12. DIRECTORS AND CORPORATE GOVERNANCE

    | | Director Nominees | | | 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 former CEO and his experience as a member of the board of directors of other companies. | | | | Scipio “Max” Carnecchia has been a director since February 2019. Mr. Carnecchia served as the Chief Executive Officer and as a director of Mitek Systems, Inc., a digital identity verification company, from November 2018 through June 2024. 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. (November 2018 through June 2024), Guidance Software, Inc. (March 2015 through September 2017), and Accelrys, Inc (June 2009 through April 2014). 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 Former CEO and Director of Mitek Systems, Inc. | | | | | | | | Age 62 | | Technology and Security Infrastructure | | Director Since 2019 | | | | DHI Committee(s): | | Finance | | Audit Committee | | | | Class III Director | | Governance, Risk and Compliance | | Term Expiring 2025 | | | | | | | | | | Scaling a Business | | | | | | | | Investment | | | | | | | | People and Compensation |

  13. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 10 | |

  14. 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, extensive professional experience as a CEO and experience 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 | | Age 61 | | | | Director Since 2018 | | | | DHI Committee(s): | | Technology and Security Infrastructure | | None | | | | Class I Director | | | | Term Expiring 2026 | | Governance, Risk and Compliance | | | | | | | | Scaling a Business | | | | | | | | Investment | | | | | | | | People and Compensation |

  15. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 11 | |

  16. 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 serves as a Director and on the Audit Committee for Litera, the leading provider of technology solutions to legal, corporate and life sciences companies, and as a Director and Audit Committee Chair for Sovos, a global provider of tax, compliance and trust solutions and services. Ms. Salomon also serves as an advisor for companies in the portfolio of Hg Capital, a global private equity firm focused on investments in the technology and services sectors. From 2017 to 2022, Ms. Salomon served as Chief Financial Officer for Xactly Corporation, a leading provider of sales performance management software solutions. From 2015 through 2017, Ms. Salomon served as Chief Financial Officer of Cherwell Software, a provider of IT service management software, where she led them through an aggressive growth phase. From 2013 to 2014, she served as Chief Financial Officer of 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 of Ontario Systems LLC (now Finvi), an enterprise software company providing solutions around revenue recovery and accounts receivable management. Previously, Ms. Salomon held finance and audit leadership roles at startups and public companies, including Bank of America and ChoicePoint (Lexis/Nexis). She was a senior manager in the audit practice of EY. 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 a thriving center city. Ms. Salomon's significant financial leadership experience particularly with technology companies and including both public and private 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 | | | | | | Scaling a Business | | Age 61 | | | | Director Since 2020 | | | | DHI Committee(s): | | Governance, Risk and Compliance | | Audit Committee | | | | Class I Director | | | | Term Expiring 2026 | | People and Compensation |

  17. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 12 | |

  18. DIRECTORS AND CORPORATE GOVERNANCE

    | | Continuing Directors | | | 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 her experience as a member of the board of directors of other organizations. | | | | 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 Fractional COO Kate Swann Advisory | | | | | | Sales | | Age 62 | | | | Director Since 2021 | | | | | | Governance, Risk and Compliance | | DHI Committee(s): | | | | Human Capital and Compensation Committee | | | | | | Investment | | Nominating and Corporate Governance Committee | | | | | | | | Class II Director | | People and Compensation | | Term Expiring 2027 | | |

  19. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 13 | |

  20. DIRECTORS AND CORPORATE GOVERNANCE

    | | Continuing Directors | | | 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 his 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 68 | | | | Director Since 2015 | | | | DHI Committee(s): | | People and Compensation | | Human Capital and Compensation Committee | | | | | | | | Nominating and Corporate Governance Committee | | Governance, Risk and Compliance | | Class II Director | | | | Term Expiring 2027 | | Scaling a Business |

  21. DIRECTORS AND CORPORATE GOVERNANCE

    | Proxy Statement | 14 | |

  22. DIRECTORS AND CORPORATE GOVERNANCE

    | | Continuing Directors | | | Joe Massaquoi | Mr. Massaquoi possesses specific attributes that qualify him to serve as a director, including advising companies at all stages of growth, his history of leading strategic corporate initiatives and his 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. Beginning in January 2023 and running through present, he is also a Member of the advisory council for Istari Digital, Inc. From July 2022 and through January 2024, Mr. Massaquoi served as Chief Financial Officer at H2 Clipper, Inc., a company specializing in clean hydrogen delivery. Prior to that, 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. 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 52 | | | | Director Since 2023 | | Governance, Risk and Compliance | | DHI Committee(s): | | | | Audit Committee | | People and Compensation | | Class II Director | | | | Term Expiring 2027 | | |

  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 stockholders 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. Based on recommendations from Compensia, the Board approved a $5,000 increase to the cash service fee, from $35,000 to $40,000, effective April 2024. The following table shows the fiscal year 2024 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

    | Proxy Statement | 23 | |

  26. DIRECTOR COMPENSATION

    | | Cash Compensation | | | | Equity | | | Annual Fee | AC | CC | N&CG | Compensation(1) | | Service Fees | $40,000 | | | | | | Chairperson | $35,000 | $20,000 | $10,000 | $7,500 | | | Committee Member | | $7,500 | $5,000 | $2,500 | | | Non-employee Director | | | | | $110,000 |

  27. 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, 2024 for the assumptions made in determining these values. 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 44,177 shares, in May 2024 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 2024. Mr. Zeile did not receive additional compensation for his service as a director. Director Compensation Table or Fiscal Year 2024

  28. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Brian (Skip) Schipper(2) | 81,250 | 110,000 | 191,250 | | Jim Friedlich(2) | 46,250 | 110,000 | 156,250 | | Scipio “Max” Carnecchia(2) | 46,250 | 110,000 | 156,250 | | David Windley(2) | 48,750 | 110,000 | 158,750 | | Elizabeth Salomon(2) | 58,750 | 110,000 | 168,750 | | Kathleen Swann(2) | 46,250 | 110,000 | 156,250 | | Joseph Massaquoi, Jr.(2) | 46,250 | 110,000 | 156,250 |

  29. 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, 2024 for the assumptions made in determining these values. (2) On December 31, 2024, this non-employee director held 44,177 shares of unvested restricted stock.

  30. Compensation Highlights

    | Strong Pay for Performance Culture. Our incentive program is closely aligned to Company performance. Annual bonuses are determined solely by objective, ambitious performance metrics, while fifty percent of our CEO’s long-term incentives are awarded in the form of Performance Share Units (PSUs). | Metrics That Drive Strategic Execution. Our primary goals in 2024 were to drive profitable Bookings(1) for our commissions plan and revenue growth. Our use of revenue, Adjusted EBITDA(1) 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 Human Capital and 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 2024, 79% of our CEO’s compensation was variable based on performance outcomes; for other NEOs, on average 58% of compensation was variable. |

  31. Consideration of Stockholder Views

    | What We Do | | What We Don’t Do | | | | Maintain Complete Independence. All members of the Human Capital and Compensation Committee 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 Human Capital and 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 Ambitious Goals. 2024 targets under our annual and long-term awards were set to drive operational execution with consideration of macroeconomic factors and observable trends in the marketplace. | | 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. |

  32. Incentive Compensation Programs Overview

    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 2024, the Human Capital and Compensation Committee utilized two financial metrics: a revenue target that determines 50% award funding, and an Adjusted EBITDA and 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. Mr. Kanofsky’s compensation package also includes a Sales Achievement Bonus of up to $200,000, with $100,000 tied to achieving 2024 Programmatic Bookings and $100,000 tied to 2024 Partnership Bookings (refer to Appendix A for definitions). These bonuses are structured to incentivize Mr. Kanofsky for surpassing the specified bookings targets in each area, aligning his compensation with both short-term revenue growth and the long-term value creation potential of the company. Long-Term Equity Incentive Program. Our LTIP consists of a combination of PSUs and restricted stock, which the Human Capital and 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.

  33. How We Establish Executive Compensation Levels

    How We Establish Executive Compensation Levels The Human Capital and 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 Human Capital and 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 Human Capital and Compensation Committee engages in an active dialogue with our CEO concerning strategic objectives and performance targets. Our Human Capital and 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 Human Capital 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 Human Capital and Compensation Committee attempts to determine the overall best mix of fixed and variable compensation for each NEO. In making this determination, the Human Capital and Compensation Committee is guided by the compensation philosophy described above. The Human Capital and 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 Human Capital and 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,

  34. How We Establish Executive Compensation Levels

    growth trajectory and industry. The Human Capital and Compensation Committee reviews the peer group of companies at least annually and makes 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 Human Capital and Compensation Committee, taking into account the advice of Compensia, identified the following peer group of companies for 2024 based on size and business focus for comparison purposes in determining compensation:

  35. How We Establish Executive Compensation Levels

    | Our 2024 Peer Companies | | | AdTheorent Holding Company | Mastech Digital | | American Software | PFSweb | | Asure Software | SoundThinking (formerly “ShotSpotter”) | | Brightcove | Smith Micro Software | | CoreCard | Synchronoss Technologies | | Edgio | The Arena Group | | eGain | Travelzoo | | Information Services Group | TrueCar | | Liquidity Services | Veritone | | Marchex | Weave Communications |

  36. How We Establish Executive Compensation Levels

    Changes to the peer group from 2023 to 2024 were due to three existing peer companies having been acquired or undergoing acquisition (Benefitfocus, BTRS Holdings, and ChannelAdvisor), and three additional companies were added to the 2024 peer group (AdTheorent Holding Company, Information Services Group, and Liquidity Services). 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 Human Capital and 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 Human Capital and Compensation Committee’s discretion based on our Human Capital and Compensation Committee members’ experience with, and knowledge of, other companies’ practices and the relative performance and criticality of our executives. The Human Capital and 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 Human Capital and 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.

  37. How We Establish Executive Compensation Levels

    Mr. Schippers’ promotion compensation package is consistent with our approach to determining executive compensation levels. His compensation consists of three components: (i) base salary, (ii) annual bonus tied to Company performance measures, and (iii) long-term equity incentives in the form of restricted stock and PSUs.

  38. Benchmarking

    Benchmarking The Human Capital and 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 Human Capital and Compensation Committee determines whether an NEO should receive an increase in salary, the Human Capital and 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 2023 to assist in establishing the 2024 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 2024, the Human Capital and Compensation Committee took into account the compensation consultant’s analysis to evaluate and determine the compensation for our NEOs.

  39. Role of Compensation Consultant

    Role of Compensation Consultant In 2024, the Human Capital and Compensation 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 Human Capital and Compensation Committee considered these, and other factors required by the Commission and NYSE, in selecting Compensia. In 2024, Compensia worked in collaboration with the Company’s management at the Human Capital and Compensation Committee’s direction to review management’s recommendations to the Human Capital and Compensation Committee and to provide information and guidance to management on the Human Capital and Compensation Committee’s behalf. As the Human Capital and Compensation Committee’s consultant, Compensia provided input directly to the Human Capital and Compensation Committee and attended portions of the Human Capital and Compensation Committee’s meetings, including its executive sessions at which management was not present, as required by the Human Capital and Compensation Committee, and in order to support the Human Capital and Compensation Committee’s independent decision-making. Compensia does not provide any services to management. Prior to engaging Compensia, the Human Capital and Compensation Committee considered their independence in accordance with the terms of the Human Capital and Compensation Committee Charter and NYSE rules. The Human Capital and Compensation Committee determined that Compensia is independent and did not identify any conflicts of interest.

  40. 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 Human Capital and 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. The Human Capital and 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 2024. | Motivate participants to meet or exceed corporate financial performance objectives during the year, reviewed and approved by the Human Capital and Compensation Committee. For 2024, performance is measured based on revenue (weighted 50%) and Adjusted EBITDA and Adjusted EBITDA Margin (together weighted 50%). The Human Capital and 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. | Motivate participant to meet or exceed Company Bookings targets during the year, as established by the Human Capital and 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 Human Capital and 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, typically over 3-years, 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. |

  41. Senior Bonus Plan

    Senior Bonus Plan At the beginning of the year, the Human Capital and Compensation Committee set target bonuses for our NEOs, as a percentage of their base salaries, which remained unchanged from 2023. The following table shows the target bonus opportunities approved for 2024:

  42. Senior Bonus Plan

    | Name | Title | Target Bonus as a Percentage of Salary (%) | Target Bonus Amount ($) | | Art Zeile | President & Chief Executive Officer | 100% | $577,500 | | Greg Schippers(1) | Interim Chief Financial Officer | 30% | $85,593 | | Raime Leeby(2) | Former Chief Financial Officer | 60% | $246,000 | | Arie Kanofsky | Chief Revenue Officer | 30% | $126,000 | | Paul Farnsworth | Chief Technology Officer | 50% | $205,000 | | Amy Heidersbach | Chief Marketing Officer | 50% | $190,000 |

  43. Senior Bonus Plan

    (1)Mr. Schippers became interim Chief Financial Officer effective November 15, 2024 and Chief Financial Officer effective January 28, 2025. (2)Ms. Leeby served as our Chief Financial Officer until November 15, 2024. As part of her termination arrangement, Ms. Leeby remained eligible to receive her 2024 annual bonus. Actual 2024 bonus payment was pro-rated based on her employment service period. Senior Bonus Plan Funding. For 2024, the Human Capital and Compensation Committee used revenue and Adjusted EBITDA as the performance measures to determine funding for the Senior Bonus Plan, setting ambitious goals for each measure. For the revenue target, achievement is measured according to the actual revenue achieved divided by target revenue. Actual revenue achieved must equal or exceed 85% of target revenue for 50% of the revenue bonus portion to be earned. If actual revenue equals or exceeds 85% of target revenue, then the bonus related to the target is earned on a pro-rata basis up to 100% achievement at 100% of target revenue. For the Adjusted EBITDA target, if actual Adjusted EBITDA Margin equals or exceeds 24% and actual Adjusted EBITDA equals or exceeds $34,455,000, both after the Senior Bonus Plan payout, the bonus related to the Adjusted EBITDA target is fully earned. If adjusted EBITDA Margin is less than 24% or if Adjusted EBITDA is less than $34,455,000, both after the Senior Bonus Plan payout, the bonus related to the Adjusted EBITDA target is not earned. If actual results exceed both the revenue target and the Adjusted EBITDA target, the bonus earned will increase by 10% for each 1% of actual revenue over target not to exceed 200%. The 2024 Senior Bonus Plan at December 31, 2024, covers other members of senior management beyond our NEOs.

  44. Senior Bonus Plan

    | Proxy Statement | 34 | |

  45. Senior Bonus Plan

    | | Actual 2024 Revenue | Target 2024 Revenue | Actual 2024 Adjusted EBITDA Margin (1)(2) | Target 2024 Adjusted EBITDA Margin (1)(2) | 2024 Bonus Plan Funded Amount (3) | 2024 Bonus Plan Funded Percentage | | | (dollars in millions) | | | | | | | Senior Bonus Plan | $141.9 | $148.4 | 25% | 24% | $2.7 | 92.7% |

  46. 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 and Adjusted EBITDA Margin includes the Senior Bonus Plan payout. (3)Represents total plan funding, including NEOs. The 2024 Senior Bonus Plan payouts for each of our NEOs were as follows:

  47. 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 | 92.7% | $535,249 | | Greg Schippers(1) | $285,310 | 30% | $85,593 | 92.7% | $79,331 | | Raime Leeby(2) | $410,000 | 60% | $246,000 | 92.7% | $199,268 | | Arie Kanofsky | $420,000 | 30% | $126,000 | 92.7% | $116,782 | | Paul Farnsworth | $410,000 | 50% | $205,000 | 92.7% | $190,002 | | Amy Heidersbach | $380,000 | 50% | $190,000 | 92.7% | $176,099 |

  48. Senior Bonus Plan

    (1)Mr. Schippers became interim Chief Financial Officer effective November 15, 2024 and Chief Financial Officer effective January 28, 2025. (2)Ms. Leeby served as our Chief Financial Officer through November 15, 2024. The calculation of her actual annual bonus amount represents her base salary prorated based on her last date of employment, November 15, 2024

  49. Sales Achievement Bonus

    Sales Achievement Bonus The compensation plan for Mr. Kanofsky, our Chief Revenue Officer, includes a target Sales Achievement Bonus of $200,000 that is tied to 2024 Bookings for two of our business lines. The Sales Achievement Bonus is designed to reward Mr. Kanofsky for exceeding the Bookings targets, which drive revenue growth. For 2024, Mr. Kanofsky was eligible for a Sales Achievement Bonus as follows: $100,000 if DHI’s overall Programmatic Bookings exceeds $1.55 million, and $100,000 if DHI’s Net New Partner Bookings and/or Incremental Partner Bookings exceeds $1.0 million. Details of the Sales Achievement Bonus for Mr. Kanofsky are as follows for 2024 (all target and actual Bookings amounts presented below are for Programmatic and Partnership only):

  50. Sales Achievement Bonus

    | | ($ in millions) | | | ($ in thousands) | | | Description | Target Bookings Amount ($)(1) | Actual Bookings Amount ($)(1) | Bookings Achievement (%)(1) | Target Bonus Amount ($) | Actual Bonus Amount ($) | | Partnership | $1.0 | $1.8 | 180.0% | $100,000 | $100,000 | | Programmatic | $1.6 | $0.8 | 50.0% | $100,000 | $— |

  51. Sales Achievement Bonus

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

  52. Long-Term Equity Incentives

    Long-Term Equity Incentives For 2024, the Human Capital and 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 2024, the Human Capital and Compensation Committee considered (1) the individual’s position, scope of responsibility and ability to affect Company performance and stockholder value; (2) the Human Capital and 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 Human Capital and 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 Human Capital and 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 Human Capital and Compensation Committee’s decisions, nor was the impact of any one factor determinable. The Human Capital and 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 2024, for all NEOs other than Ms. Leeby, the Human Capital and 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 changed from 2023 to 2024 for the following NEOs: Mr. Zeile’s decreased 15%, Mr. Kanofsky’s increased 9% and Mr. Farnsworth’s increased 9%. The change in Target Long-Term Award Opportunity for Messrs. Zeile and Kanofsky was driven by market data provided by Compensia, bringing these NEOs’ Target Long-Term Award Opportunity in line with the Company’s 2024 peer group. Mr. Farnsworth’s increase in Target Long-Term Award Opportunity was a result of his increased role and responsibilities in 2024, as well as bringing his Target Long-Term Award Opportunity in line with our 2024 peer group as provided by Compensia.

  53. Long-Term Equity Incentives

    | Proxy Statement | 36 | |

  54. Long-Term Equity Incentives

    | Name | Target Long-Term Award Opportunity ($)1 | Component Mix (PSU/Restricted Stock) (%) | 2024 Restricted Stock Awards (#) | 2024 PSU Awards (#) | | Art Zeile | $2,100,000 | 50/50 | 350,000 | 350,000 | | Greg Schippers(2) | $105,000 | 43/57 | 20,000 | 15,000 | | Raime Leeby(3) | $— | $— | — | — | | Arie Kanofsky | $600,000 | 50/50 | 100,000 | 100,000 | | Paul Farnsworth | $600,000 | 50/50 | 100,000 | 100,000 | | Amy Heidersbach | $420,000 | 50/50 | 70,000 | 70,000 |

  55. Long-Term Equity Incentives

    (1)Target value was determined based on an estimated grant date fair value of $3.00 for each restricted stock and PSU award. (2)Mr. Schippers Component Mix (PSU/Restricted Stock) was not 50/50 because Mr. Schippers was not an NEO on the date of grant in January 2024. (3)Ms. Leeby served as our Chief Financial Officer through November 15, 2024 but was not granted any Long-Term Opportunity Awards as she was not employed for a full award cycle given her employment commencement date of December 2023 and her termination date of November 15, 2024. 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 2024 Bookings is measured pro-rata against Bookings targets for the year ended December 31, 2024. Actual Bookings achieved must equal 80% of target Bookings for 50% of the PSUs to be earned. If actual Bookings exceeds 80% of Bookings target, then the remaining 50% 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 as described above. 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 Human Capital and Compensation Committee certifies the performance results with respect to the performance period, subject to continued employment as of each vesting date. The 2024 PSU achievement was as follows:

  56. Long-Term Equity Incentives

    | | Actual 2024 | Target 2024 | 2024 Bookings Performance Achievement | | | (dollars in millions) | | | | Bookings(1) | $140.6 | $153.3 | 79.3% |

  57. Long-Term Equity Incentives

    (1)See Appendix A to this Proxy Statement for the definition of Bookings. As a result, the number of PSUs earned by each of our NEOs under the PSUs granted in 2024 was:

  58. Long-Term Equity Incentives

    | Name | Title | 2024 PSU Awards Granted (#) | 2024 Bookings Performance Achievement | 2024 PSU Awards Achieved (#) | | Art Zeile | President & Chief Executive Officer | 350,000 | 79.3% | 277,484 | | Greg Schippers | Interim Chief Financial Officer | 15,000 | 79.3% | 11,892 | | Raime Leeby(1) | Former Chief Financial Officer | — | 79.3% | n.a. | | Arie Kanofsky | Chief Revenue Officer | 100,000 | 79.3% | 79,281 | | Paul Farnsworth | Chief Technology Officer | 100,000 | 79.3% | 79,281 | | Amy Heidersbach | Chief Marketing Officer | 70,000 | 79.3% | 55,497 |

  59. Long-Term Equity Incentives

    (1)Ms. Leeby served as our Chief Financial Officer through November 14, 2024. Ms. Leeby did not receive an equity award in 2024 due to receiving an award on her employment start date of December 4, 2023.

  60. Long-Term Equity Incentives

    | Proxy Statement | 37 | |

  61. 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, including a change-in-control provision in severance arrangements 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.”

  62. Equity Grant Procedures

    Equity Grant Procedures In recent years, including in the 2024 fiscal year, the Company has not granted stock options to our NEOs. The Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based upon the grant dates of stock options or similar

  63. Equity Grant Procedures

    | Proxy Statement | 38 | |

  64. Equity Grant Procedures

    awards.

  65. Compensation Practices and Risks

    Compensation Practices and Risks The Human Capital and Compensation Committee has discussed the concept of risk as it relates to our compensation program, and the Human Capital and 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.

  66. 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, 2022, December 31, 2023, and December 31, 2024, as applicable.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Art Zeile | 2024 | 577,500 | — | 1,778,000 | 535,249 | 22,891 | 2,913,640 | | President & | 2023 | 577,500 | — | 2,704,500 | 521,648 | 22,366 | 3,826,014 | | Chief Executive Officer | 2022 | 550,000 | — | 1,724,195 | 960,142 | 21,491 | 3,255,828 | | Greg Schippers(5) | 2024 | 285,310 | 22,500 | 88,900 | 79,331 | 12,309 | 488,350 | | Interim Chief Financial | | | | | | | | | Officer | | | | | | | | | Raime Leeby(5) | 2024 | 358,329 | — | — | 199,268 | 15,138 | 572,735 | | Former Chief Financial | 2023 | 31,538 | — | 758,800 | 185,174 | — | 975,512 | | Officer | | | | | | | | | Arie Kanofsky(5) | 2024 | 420,000 | 100,000 | 508,000 | 388,698 | 19,878 | 1,436,576 | | Chief Revenue Officer | 2023 | 410,000 | — | 601,000 | 386,276 | 19,353 | 1,416,629 | | | 2022 | 400,000 | 100,000 | 517,000 | 496,128 | 18,478 | 1,531,606 | | Paul Farnsworth | 2024 | 410,000 | — | 508,000 | 190,002 | 12,309 | 1,120,311 | | Chief Technology Officer | 2023 | 380,000 | — | 601,000 | 171,624 | 11,784 | 1,164,408 | | | 2022 | 360,000 | — | 517,000 | 314,228 | 10,909 | 1,202,137 | | Amy Heidersbach(5) | 2024 | 380,000 | — | 355,600 | 176,099 | 14,569 | 926,268 | | Chief Marketing Officer | | | | | | | |

  68. Summary Compensation Table

    (1)Mr. Schippers earned an additional $22,500 of compensation related to 2024 spot bonuses of $15,000 and $7,500. Mr. Kanofsky earned an additional $100,000 of compensation related to 2024 sales achievement and 2022 sales achievement (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, 2024 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, 2024, on January 26, 2024, assuming performance had been achieved at maximum performance, the grant date fair value of such PSUs would have been: $1,778,000 for Mr. Zeile; $88,900 for Mr. Schippers; $508,000 for Mr. Kanofsky; $508,000 for Mr. Farnsworth; and $355,600 for Ms. Heidersbach. For the year ended December 31, 2024, actual achievement was 79.3% 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 2024, Mr. Zeile’s consist of $12,075 of employer contributions to 401(k) plan, $10,582 of disability premiums paid, and $234 of life insurance premiums paid. For 2024, Mr. Schippers’s consist of $12,075 of employer contributions to 401(k) plan, $217 of disability premiums paid, and $17 of life insurance premiums paid. For 2024 Ms. Leeby’s consist of $12,075 of employer contributions to 401(k) plan, $2,856 of disability premiums paid, and $207 of life insurance premiums paid. For 2024, Mr. Kanofsky’s consist of $12,075 of employer contributions to 401(k) plan, $7,569 of disability premiums paid, and $234 of life insurance premiums paid. For 2024, Mr. Farnsworth’s consist of $12,075 of employer contributions to 401(k) plan and $234 of life insurance premiums paid. For 2024, Ms. Heidersbach’s consist of $12,075 of employer contributions to 401(k) plan, $2,260 of disability premiums paid, and $234 of life insurance premiums paid. (5)Mr. Schippers and Ms. Heidersbach were not NEOs in fiscal years 2023 or 2022. Ms. Leeby was not an NEO in fiscal year 2022. Mr. Kanofsky and Ms. Heidersbach’s positions were eliminated in connection with the January 2025 organizational restructuring and accordingly, Mr. Kanofsky and Ms. Heidersbach are no longer employed by the company.

  69. Summary Compensation Table

    | Proxy Statement | 41 | |

  70. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table details grants of plan-based awards to our NEOs during the year ended December 31, 2024:

  71. Grants of Plan-Based Awards for Fiscal Year 2024

    | 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 | 1/26/2024 | 1/26/2024 | | | | | | | 350,000 | 889,000(2) | | President & Chief | PSUs | 1/26/2024 | 1/26/2024 | | | | — | 350,000 | 700,000 | | 889,000(3) | | Executive Officer | Senior Bonus Plan | | | — | 577,500 | 1,155,000 | | | | | | | Greg Schippers | Restricted Stock | 1/26/2024 | 1/26/2024 | | | | | | | 20,000 | 50,800(2) | | Interim Chief | PSUs | 1/26/2024 | 1/26/2024 | | | | — | 15,000 | 30,000 | | 38,100(3) | | Financial Officer | Senior Bonus Plan | | | — | 85,593 | 171,186 | | | | | | | Raime Leeby | Restricted Stock | | | | | | | | | — | —(2) | | Former Chief | PSUs | | | | | | — | — | — | | —(3) | | Financial Officer | Senior Bonus Plan | | | — | 214,997 | 429,994 | | | | | | | Arie Kanofsky | Restricted Stock | 1/26/2024 | 1/26/2024 | | | | | | | 100,000 | 254,000(2) | | Chief Revenue | PSUs | 1/26/2024 | 1/26/2024 | | | | — | 100,000 | 200,000 | | 254,000(3) | | Officer | Senior Bonus Plan | | | — | 126,000 | 252,000 | | | | | | | | Commissions | | | — | 300,000 | — | | | | | (4) | | | Sales Achievement Bonus | | | — | 100,000 | 200,000 | | | | | (5) | | Paul Farnsworth | Restricted Stock | 1/26/2024 | 1/26/2024 | | | | | | | 100,000 | 254,000(2) | | Chief Technology | PSUs | 1/26/2024 | 1/26/2024 | | | | — | 100,000 | 200,000 | | 254,000(3) | | Officer | Senior Bonus Plan | | | — | 205,000 | 410,000 | | | | | | | Amy Heidersbach | Restricted Stock | 1/26/2024 | 1/26/2024 | | | | | | | 70,000 | 177,800(2) | | Chief Human | PSUs | 1/26/2024 | 1/26/2024 | | | | — | 70,000 | 140,000 | | 177,800(3) | | Resources Officer | Senior Bonus Plan | | | — | 190,000 | 380,000 | | | | | |

  72. Grants of Plan-Based Awards for Fiscal Year 2024

    (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, 2024 for 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 Human Capital and 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, 2024 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 are paid in the month following the end of each quarter, as approved by the Board in January 2024. (5)The Sales Achievement Bonus is paid annually, if earned. Please see the “Compensation Discussion and Analysis—Elements of Executive Compensation—Sales Achievement Bonus.”

  73. 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 (50% 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

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

    | Proxy Statement | 42 | |

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

    Adjusted EBITDA 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 2024 Bookings for Programmatic and Partnership sales. The Sales Achievement Bonus is designed to reward Mr. Kanofsky for reaching the Bookings target; tying Mr. Kanofsky’s compensation to Bookings, which drives 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 Incentive Program (LTIP). The Company has adopted three equity plans, our 2012 Omnibus Equity Award Plan, as Amended and Restated (the “2012 Equity Plan”), our 2022 Omnibus Equity Award Plan, as Amended and Restated (the “2022 Equity Plan”) and our Employee Stock Purchase Plan. The 2012 Equity Plan and the 2022 Equity Plan provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. The terms and conditions of awards, including vesting requirements, are set forth consistent with the 2012 Equity Plan and the 2022 Equity Plan in a written agreement with the grantee. Eligible directors, officers and consultants are eligible for grants under the 2012 Equity Plan and the 2022 Equity Plan. A description of potential payments under the 2012 Equity Plan and the 2022 Equity Plan is included below in “Potential Post-Employment Payments Upon Termination or Change-in-Control – Equity Award Provisions”. The purpose of the Company’s 2012 Equity Plan and 2022 Equity Plan is to align the interests of the Company’s executive officers with those of its stockholders and serves to promote the interests of the Company by providing equity incentives to attract and retain employees, officers and directors. 11,000,000 shares of our common stock were authorized for issuance under the 2012 Equity Plan, which was approved by our stockholders at our 2012 annual meeting. 4,959,877 shares of our common stock were authorized for issuance under the 2022 Equity Plan, which was approved by our stockholders at our 2022 annual meeting. Following the approval of the 2022 Equity Plan, the Company has not issued, and will not issue, further awards under the 2012 Equity Plan (other than to satisfy awards existing as of the date of stockholder approval). The shares issued under the 2012 Equity Plan and the 2022 Equity Plan are subject to adjustment in the event of any dividend, distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, or other similar corporate transaction or event affecting the common stock of the Company. As of April 1, 2025, 3,761,481 shares remain available for issuance under the 2022 Equity Plan. The Employee Stock Purchase Plan allows for certain employees of the Company to purchase equity of the Company at a purchase price equal to 85% of the fair market value of a share on the lower of the purchase date or the final day of the applicable annual equity offering period under the Employee Stock Purchase Plan, or such greater percentage as designated by the Compensation Committee. 500,000 shares of our common stock were authorized for sale under the Employee Stock Purchase Plan, of which 162,250 shares remain outstanding as of April 1, 2025. Our LTIP consists of a combination of restricted stock and PSUs for our executive officers. The 2024 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 2024, 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 Human Capital and 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.”

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

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

    Benefits and Perquisites. We provide benefits to our named executive officers on the same basis as provided to all of our employees. See further discussion in “Employee Benefits.” Defined Contribution Retirement Plan. We sponsor and maintain a safe harbor 401(k) defined contribution retirement plan for our employees as an opportunity to save for retirement on a tax-advantaged basis. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code so that contributions to our 401(k) plan and income earned on such contributions are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions, which are not taxable when distributed). Our 401(k) plan provides that each participant may contribute up to 100% of his or her eligible pre-tax compensation, up to certain statutorily imposed limits. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Our 401(k) plan also permits us to make matching contributions, subject to established limits and vesting schedule. In 2024, the Company made matching contributions equal to 100% of the participants first 1% contribution and then 50% of the next 5% of such participants contributions. Our matching contributions are fully vested after an employee completes two years of service, with 50% vesting annually. Employee and employer contributions are allocated to each participant’s individual account and then are invested in selected investment alternatives according to the participants’ directions.

  78. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding the outstanding equity awards held by each of our NEOs at December 31, 2024. There were no option awards outstanding for any of our NEOs as of December 31, 2024.

  79. Outstanding Equity Awards as of December 31, 2024

    | | | 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 | 1/25/2022 | 44,500(2) | 78,765 | | | 2/3/2023 | 150,000(2) | 265,500 | | | 1/26/2024 | 350,000(2) | 619,500 | | | 1/25/2022 | 122,628(3) | 217,052 | | | 2/3/2023 | 99,764(3) | 176,582 | | | 1/26/2024 | 277,550(3) | 491,264 | | Greg Schippers | 1/25/2022 | 4,167(2) | 7,376 | | | 1/24/2023 | 8,334(2) | 14,751 | | | 1/26/2024 | 20,000(2) | 35,400 | | | 1/25/2022 | 4,599(3) | 8,140 | | | 1/24/2023 | 3,326(3) | 5,887 | | | 1/26/2024 | 11,895(3) | 21,054 | | Arie Kanofsky | 1/25/2022 | 16,667(2) | 29,501 | | | 2/3/2023 | 33,334(2) | 59,001 | | | 1/26/2024 | 100,000(2) | 177,000 | | | 1/25/2022 | 30,657(3) | 54,263 | | | 2/3/2023 | 22,169(3) | 39,239 | | | 1/26/2024 | 79,300(3) | 140,361 | | Paul Farnsworth | 1/25/2022 | 16,667(2) | 29,501 | | | 2/3/2023 | 33,334(2) | 59,001 | | | 1/26/2024 | 100,000(2) | 177,000 | | | 1/25/2022 | 30,657(3) | 54,263 | | | 2/3/2023 | 22,169(3) | 39,239 | | | 1/26/2024 | 79,300(3) | 140,361 | | Amy Heidersbach | 6/26/2023 | 36,752(2) | 65,051 | | | 1/26/2024 | 70,000(2) | 123,900 | | | 6/26/2023 | 24,444(3) | 43,266 | | | 1/26/2024 | 55,510(3) | 98,253 |

  80. Outstanding Equity Awards as of December 31, 2024

    (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, 2024, which was $1.77 per 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 Human Capital and Compensation Committee certifies the performance results with respect to the performance period, provided the recipient remains employed through each vesting date.

  81. Outstanding Equity Awards as of December 31, 2024

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  82. Stock Vested During Fiscal Year 2024

    Stock Vested During Fiscal Year 2024

  83. Stock Vested During Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Art Zeile | 542,010 | 1,335,128 | | Greg Schippers | 27,930 | 71,235 | | Raime Leeby | 77,703 | 132,095 | | Arie Kanofsky | 125,075 | 309,266 | | Paul Farnsworth | 145,076 | 360,069 | | Amy Heidersbach | 30,598 | 69,763 |

  84. Stock Vested During Fiscal Year 2024

    (1)Represents gross shares that vested during 2024. 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.

  85. 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 2012 Equity Plan and 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 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

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

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

    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 Ms. Leeby’s employment as Chief Financial Officer terminated effective November 15, 2024. Ms. Leeby remained engaged by the Company through December 31, 2024, to provide transition assistance and support to the Company. According to her employment agreement, dated December 4, 2023, if Ms. Leeby’s employment had been 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. Leeby would have been 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 had been 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, she would have been 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 have been 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. Ms. Leeby’s separation did not trigger the termination payments outlined in her employment agreement. See “Consulting Agreements - Raime Leeby Consulting Agreement” for a discussion of the terms of Ms. Leeby’s consulting agreement. Greg Schippers In fiscal year 2024, if Mr. Schippers’ employment was terminated by us without cause, upon his execution of a release, Mr. Schippers would be entitled to receive a severance payment equal to six-months of his then-current annual base salary. On January 28, 2025, Mr. Schippers entered into a new employment agreement when appointed Chief Financial Officer, a description of which is included in the Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table - Subsequent Events - Greg Schippers Appointment to Chief Financial Officer section above.. See “Subsequent Events” for a discussion of the terms of Mr. Schippers CFO employment agreement. Arie Kanofsky Mr. Kanofsky’s position was eliminated in the Company’s first quarter 2025 restructuring. Under his employment agreement as Mr. Kanofsky’s employment was terminated by us without cause, not following a change of control, upon his execution of a release, Mr. Kanofsky was 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 had 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.

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

    | Proxy Statement | 49 | |

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

    If Mr. Kanofsky’s employment had been 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 have been 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 was 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. 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. Amy Heidersbach Ms. Heidersbach’s position was eliminated in the Company’s first quarter 2025 restructuring. Under her employment agreement as Ms. Heidersbach’s employment was terminated by us without cause, not following a change of control, upon her execution of a release, Ms. Heidersbach was 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. Heidersbach’s employment had been 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. Heidersbach would have been 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. Heidersbach was 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

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

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

    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, “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 Mses. Leeby and Heidersbach 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. 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.

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

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  93. 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 2024 total cash compensation for all employees, excluding Mr. Zeile, who were employed by us on December 31, 2024. 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 2024. As of December 31, 2024, our employee population consisted of approximately 414 individuals. We determined the total cash compensation of our median employee by taking: (i) salary received in 2024, including over-time and paid time-off, and (ii) 2024 incentive compensation, whether commissions paid, or actual bonus earned, and (iii) value of 2024 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 2024: •the median employee’s total annual compensation was $147,553; •Mr. Zeile’s total annual compensation was $2,913,640, 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 20:1 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.

  94. CEO PAY RATIO

    | Proxy Statement | 55 | |

  95. 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.

  96. Pay Versus Performance Table

    Pay Versus Performance Table

  97. 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 Stockholder Return $(2) | Peer Group Total Stockholder Return $(3)(6) | Net Income (Loss) $(4) | Company Selected Measure - Revenue $(5) | | 2024 | 2,913,640 | 1,842,514 | 908,848 | 649,786 | 59 | 177 | 253 | 141,926 | | 2023 | 3,826,014 | 867,441 | 1,281,095 | 277,148 | 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 2024 were Greg Schippers, Raime Leeby, Arie Kanofsky, Paul Farnsworth, and Amy Heidersbach. The other NEOs for 2023 were Raime Leeby, Kevin Bostick, Chris Henderson, Arie Kanofsky, Paul Farnsworth, and Pamela Bilash. The other NEOs for 2022 and 2021 were Kevin Bostick, Chris Henderson, Arie Kanofsky, and Paul Farnsworth. The other NEOs for 2020 were Kevin Bostick, Chris Henderson, Brian Campbell and Christian Dwyer. | | | | | | | | | | (2) Reflects the value on December 31 for each period presented of an initial fixed investment of $100 in DHI on December 31, 2019. | | | | | | | | | | (3) The Peer Group is the Dow Jones Internet Composite Index. Reflects the value on December 31 for each period presented of an initial fixed investment in the Peer Group of $100 on December 31, 2019. | | | | | | | | | | (4) Represents the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. | | | | | | | | | | (5) The Company has identified Revenue as its company selected measure for the pay versus performance disclosure as revenue is a significant component of NEO compensation and is the primary driver of stockholder value. | | | | | | | | | | (6) The Peer Group was the Russell 2000 Index in 2020 with a value of $120, in 2021 with a value of $138 and in 2022 with a value of $110. | | | | | | | | |

  98. Pay Versus Performance Table

    | Proxy Statement | 56 | |

  99. 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 stockholder 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.

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

    | Proxy Statement | 57 | |

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

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

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

    | Proxy Statement | 58 | |

  103. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The current term of office of the Company’s Class III Directors expires at the 2025 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. Brian “Skip” Schipper David Windley Scipio “Max” Carnecchia 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.