DHX DEF 14A Report ended April 21, 2020

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1.	Elect two Class I directors, for a term of three years, or until their successors are duly elected and qualified;

2.	Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 ;

3.	Hold an advisory vote on the compensation of our named executive officers as described in the proxy statement;

4.	Approval of a Second Amendment to the 2012 Equity Plan;

5.	Approval of the Employee Stock Purchase Plan; and

6.	Transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

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Q:	How can I attend the Annual Meeting?

A:	The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

Q:	How do I register to attend the Annual Meeting virtually on the Internet?

A:	If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

Q:	Why are you holding a virtual meeting instead of a physical meeting?

A:	We have decided to hold our Annual Meeting virtually due to coronavirus (COVID-19); we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

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Internet:	www.investorvote.com/dhx

Telephone:	1-800-652-VOTE (8683) (within USA, US territories and Canada on a touch tone phone)

Mail:	If you received written material, complete, sign and return your Annual Meeting Proxy Card by April 20, 2020 .

Virtually:

You may vote your shares at the virtual Annual Meeting. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your DHI Group, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 16, 2020.

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1.	On May 8, 2019, Mr. Schipper assumed the role of Chairman

2.	Mr. Friedlich is the Chairman of the Compensation Committee

3.	Ms. Deason is the Chairperson of the Audit Committee

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•	the accounting and financial reporting processes of the Company, including the integrity of the financial statements and other financial information provided by the Company to its stockholders, the public, any stock exchange and others;

•	the Company’s compliance with legal and regulatory requirements;

•	the Company’s independent registered public accounting firm’s qualifications and independence;

•	the audit of the Company’s financial statements; and

•	the performance of the Company’s internal audit function and independent registered public accounting firm, and such other matters as shall be mandated under applicable laws, rules and regulations as well as listing standards of the NYSE.

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•	monitors preparation of quarterly and annual financial reports by the Company’s management;

•	supervises the relationship between the Company and its independent registered public accounting firm, including having direct responsibility for their appointment, compensation and retention; reviewing the scope of their audit services; approving audit and non-audit services; and confirming the independence of the independent registered public accounting firm; and

•	oversees management’s implementation and maintenance of effective systems of internal and disclosure controls, including review of the Company’s policies relating to legal and regulatory compliance, ethics and conflicts of interest and review of the Company’s internal auditing program.

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•	each of our directors and each of the executive officers named in the Summary Compensation Table under “Executive Compensation”;

•	each person or group who is known to be the beneficial owner of more than 5% of any class or series of our capital stock; and

•	all of our directors and executive officers as a group.

(1)	Based solely on a Schedule 13G filed with the SEC on December 31, 2019. Nantahala on behalf of Nantahala Capital Management, LLC, Wilmot B. Harkey and Daniel Mack (collectively, “Nantahala”) is the beneficial owner of 4,839,595 shares of the Common Stock. The business address for Nantahala is 130 Main St 2nd Floor, New Canaan, CT 06840.

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(2)	Based solely on a Schedule 13G filed with the SEC on December 31, 2019. Archon on behalf of Archon Capital Management LLC , Constantinos Christofilis, and Strategos Fund, L.P. (collectively, “Archon”) is the beneficial owner of 3,835,398 shares of the Common Stock. The business address for Archon is 1100 19th Avenue E, Seattle, WA 98112.

(3)

Based solely on a Schedule 13G filed with the SEC on December 31, 2019. Dimensional Fund Advisors LP (“Dimensional”) is the beneficial owner of 3,808,846 shares of the Common Stock. The business address for Dimensional is Building One, 6300 Bee Cave Rode, Austin, TX 78746. Dimensional serves as investment manager or sub-adviser to certain other commingled funds, group trust and separate accounts (“Funds”). All securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(4)	Based solely on a Schedule 13G filed with the SEC on December 31, 2019. BlackRock, Inc. is the beneficial owner of 3,355,641 shares of the Common Stock. The business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055

(5)	Based solely on a Schedule 13G filed with the SEC on June 13, 2019. Renaissance Technologies LLC is the beneficial owner of 3,004,400 shares of the Common Stock. The business address for Renaissance Technologies LLC is 800 Third Avenue, New York, NY, 10022.

(6)	The total amount excludes shares underlying 335,000 unvested PSUs. Unvested PSUs of 335,000 were granted on 2/3/2020.

(7)	The total amount excludes shares underlying 14,408 unvested PSUs. Unvested PSUs of 14,408 were granted on 2/3/2020.

(8)	Such person’s business address is c/o DHI Group, Inc., 1450 Broadway, 29th Floor, New York, NY 10018.

(9)	The total amount excludes shares underlying 50,000 unvested PSUs. Unvested PSUs of 50,000 were granted on 2/3/2020.

(10)	The total amount excludes shares underlying 50,000 unvested PSUs. Unvested PSUs of 50,000 were granted on 2/3/2020.

(11)	The total amount excludes shares underlying 50,000 unvested PSUs. Unvested PSUs of 50,000 were granted on 2/3/2020.

(1)	Represents 190,000 options to be issued and 492,820 performance-based restricted stock units (shown at the actual performance level), granted under the 2012 Equity Plan.

(2)	Represents inducement award of performance-based restricted stock units (shown at the actual performance level) that was not covered under the 2012 Equity Plan.

(3)	Performance-based restricted stock units do not have an exercise price and so they are not included in the calculation of the weighted average exercise price.

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(1)

Audit fees are fees billed by the Deloitte Entities for professional services for the audit of the Company’s annual financial statements and the audit of internal control over financial reporting. Audit fees also include fees billed for professional services for the review of financial statements included in the Company’s quarterly reports on Form 10-Q and for services that are normally provided by the Deloitte Entities in connection with statutory and regulatory filings or engagements.

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(1)	During 2017, 2018 and 2019, there were no stock options granted and no performance-based restricted stock units vested.

(2)	Computed using a simple average of the three years.

(3)	Effect with Burn Rate Multiplier reflects the number of shares underlying equity awards granted in the year, adjusted by a burn-rate multiplier of 1.5, which incorporates a measure of stock price volatility into the overall calculation.

(4)

In 2018, we hired Art Zeile to be our CEO to help direct the turnaround of the Company. In order to incentivize Art to join us, we offered him special inducement grants in the form of (i) 1,750,000 shares of restricted stock that vest over 4 years, and (ii) 750,000 PSUs (of which only 545,717 were earned based on actual performance) (and both the restricted stock and the PSU grants, collectively the “Inducement Grants”).

•	Our CEO received only the Inducement Grants in 2018 and did not receive any additional annual equity in 2019. The Inducement Grants were necessary to attract our CEO to join the Company and begin our turnaround process.

•	We expect the request for 4 million additional shares, which aligns with the scope of the allocation requested and approved in 2017, to be sufficient funding under the 2012 Equity Plan for approximately 3 years of equity grants to our employees, Board members and other eligible service providers (based upon the closing stock price of $2.36 on March 10, 2020).

•

Our Board believes that equity compensation plays an important role in our compensation program, for retention purposes and to attract new employees, by aligning the interests of the participants in our compensation programs with those of our stockholders, and therefore, it is essential for our Company to have a sufficient number of reserved shares available for issuance under our equity compensation plans, and without the additional shares, our Company would not be in a position to do so. These additional shares are necessary from a strategic and operational perspective in order to attract and retain the talent required to make our business successful.

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(1)	Represents 190,000 options to be issued and 492,820 performance-based restricted stock units (shown at the actual performance level), granted under the 2012 Equity Plan.

(2)	Represents inducement award of performance-based restricted stock units (shown at the actual performance level) that was not covered under the 2012 Equity Plan.

(3)	Performance-based restricted stock units do not have an exercise price and so they are not included in the calculation of the weighted average exercise price.

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(1)	Mr. Bostick became Chief Financial Officer effective December 16, 2019.

(2)	Mr. Grégoire served as our Chief Financial Officer through December 16, 2019, and was employed by the Company through February 28, 2020.

(3)	Mr. Farnsworth joined the Company on February 25, 2019.

(4)	Mr. Shepherd served as our Chief Revenue Officer through July 1, 2019, and was available as an adviser to the Company through December 31, 2019.

•	mitigate risk and align the interests of our executive officers with the creation of value for our stockholders;

•	provide competitive compensation to attract, retain, motivate and reward highly qualified executive officers;

•	create a pay-for-performance culture such that a significant portion of each executive officer’s compensation is contingent on individual and Company performance; and

•	ensure a reasonable overall cost of our executive compensation program.

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•	Increases in the Velocity of Product Releases: Dice launched new and improved products powered by IntelliSearch including Candidate MatchTM, Job Management for clients, Job Search & Job Alerts and Applications Management. eFinancialCareers marketplace capabilities grew with the addition of Recruiter Profile, upgraded Candidate Profile, real-time Messaging and tailored Job Search.

•

Improve Candidate Quality: Upgraded native mobile apps, enhanced premium job detail pages and personalized homepages dramatically improved the candidate experience on Dice and eFinancialCareers, advancing the brands as go-to sources for professionals managing their careers. In an industry beset by quality issues, the Company invested in fraud detection and training initiatives to deliver relevant and high-quality candidates to recruiters and employers.

•

Dramatically Improve Client Experiences: ClearanceJobs expanded its NextGen platform with features like Pulse and BrandAmp to help recruiters engage with cleared talent, and dashboards for employers and candidates to gain deep insight into network reach and profile performance. Dice modernized its client experience through an improved user interface, streamlined recruiter workflow and newly designed intuitive Dice homepage. Managed services offerings expanded for both eFinancialCareers and Dice, providing clients with sourced and screened candidates.

•

Build a Foundation for Growth: A shift to a domain-driven development model increased the quality and speed of product delivery, and set the foundation for major product releases in 2020 and beyond. Behind a growth posture and under the direction of new Chief Revenue Officer, Arie Kanofsky, the Company hired sales talent to focus on clients who recruit for their own needs, standing up commercial sales teams in the West (Denver) and East (New York), to be supported by the velocity of new product innovation.

•	Invest in Talent to Support a High-Performance Culture: The Company rounded out its executive team, hiring a number of new senior leaders to support performance across the organization including Paul Farnsworth as Chief Technology Officer, Chris Henderson as Chief Strategy Officer, Arie Kanofsky as Chief Revenue Officer and Kevin Bostick as Chief Financial Officer.

•	Exceed our Financial Commitments: Revenue for the ongoing tech-focused business stabilized and EBITDA margins held at 23% even as we invested for growth. With all non-core businesses fully divested, the Company focused efforts on product innovation and developing a go-to-market strategy to generate sustained long-term revenue growth in the future.

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•	link targeted compensation to the achievement of Company bookings targets for the 2019 grant;

•	typically have a better retentive impact than stock options; and

•	provide a direct link to stockholder value creation/preservation.

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(1)	Mr. Bostick became Chief Financial Officer effective December 16, 2019. Mr. Bostick received a bonus for 2019 in the amount of $160,170. This bonus was based on pro-rata Senior Bonus of $8,170 and an additional eight months of target compensation or $152,000, pursuant to his employment agreement.

(2)	Mr. Grégoire served as our Chief Financial Officer through December 16, 2019, and was employed by the Company through February 28, 2020. In connection with Mr. Grégoire’s separation agreement, Mr. Grégoire received a bonus for the full 2019 year based on actual performance in the amount of $198,807.

(3)	Mr. Farnsworth joined the Company on February 25, 2019. Mr. Farnsworth received a pro-rata bonus for 2019 in the amount of $114,418.

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(1)	Mr. Bostick became Chief Financial Officer effective December 16, 2019.

(2)	Mr. Grégoire served as our Chief Financial Officer through December 16, 2019 and was employed by the Company through February 28, 2020.

(3)	Mr. Farnsworth joined the Company on February 25, 2019.

(4)	Mr. Shepherd served as Chief Revenue Officer through July 1, 2019 and was available as an adviser to the Company through December 31, 2019.

(1)

Mr. Bostick became Chief Financial Officer effective December 16, 2019. Pro-rata Target Bonus for Mr. Bostick was $9,370 for 2019; however, in connection with Mr. Bostick’s employment agreement, Mr. Bostick’s actual bonus will include an additional eight months of target bonus compensation (or $152,000); provided that, if Mr. Bostick voluntarily resigns or is terminated with cause before completing twelve months of service, Mr. Bostick will have to repay the additional eight months of compensation included in his annual bonus.

(2)	Mr. Farnsworth joined the Company on February 25, 2019. Pro-rata Target Bonus for Mr. Farnsworth was $131,219 for 2019.

•	50% of the total bonus plan was funded according to the percentage of the Revenue target achieved; and

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(1)	Actual revenue amounts are adjusted to reflect the foreign currency rates used in the Target amounts and the 2018 amount is reduced for divested businesses.

(2)	Actual Adjusted EBITDA amounts include an add-back of the Senior bonus funded and are adjusted to reflect the foreign currency rates used in the Target amounts.

(3)	Represents total plan funding, including NEOs.

•	restricted stock and Bookings PSUs align the interests of executives with those of the stockholders, support a pay-for-performance culture, foster employee stock ownership and focus the management team on increasing value for our stockholders;

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•	restricted stock grants encourage our executives to hold shares of our Common Stock and incentivize our executives to increase the value of shares of our Common Stock through contributions to long-term performance;

•	Bookings PSUs link targeted compensation to the achievement of bookings targets;

•	restricted stock and Bookings PSUs help to provide a balance to the overall compensation program: while cash bonuses focus on the achievement of annual performance targets, the structure and vesting of restricted stock awards and Bookings PSUs create incentive for increases in stockholder value over a longer term; and

•	vesting periods encourage executive retention and the preservation of stockholder value.

(1)	Mr. Zeile did not receive any grants during 2019 because he received a Bookings PSU grant in December 2018 and a sign-on restricted stock grant in April 2018.

(2)	Mr. Bostick became Chief Financial Officer effective December 16, 2019.

(3)	Mr. Farnsworth joined the Company on February 25, 2019.

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•	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 2012 Equity Plan;

•	our “claw-back” policy, under which the Company may generally seek reimbursement of cash incentive payments made to covered officers; 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.

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(1)

Represents the aggregate grant date fair value of restricted stock or PSUs granted during the year in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Stock Compensation (disregarding any forfeiture assumptions). These amounts do not correspond to the actual value that may be realized by our NEOs for these awards. See Note 13 to our consolidated financial statements and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock and Stock—Based Compensation” included in our Annual Report on Form 10-K for the assumptions made in determining these values. Assuming achievement of the maximum level of performance and utilizing the closing price of the Company’s stock on the date of grant, the fair value of PSUs granted in fiscal year 2019 is $300,015 for Mr. Bostick; $752,000 for Mr. Gregoire; $352,500 for Mr. Campbell; $450,800 for Mr. Farnsworth; $352,500 for Ms. Bilash; and $470,000 for Mr. Shepherd, With respect to the PSU awards granted in 2017, the PSU performance criteria were not met during 2019 and, accordingly, no compensation with respect to those grants was payable during 2019.

(2)	Represents awards made pursuant to the Senior Bonus Plan and earned during the year indicated, although the awards were paid in the following year.

(3)	These amounts represent employer contributions to our 401(k) plan; and disability and life insurance premiums paid on behalf of the NEO ($11,639 for Mr. Zeile); Mr. Shepherd’s includes commission compensation of $89,207 and costs related to his separation agreement. In connection with the separation agreement, Mr. Shepherd received severance payments of $238,376.

(4)	Mr. Zeile became President and Chief Executive Officer on April 10, 2018. In connection with his hiring in 2018, Mr. Zeile was granted 750,000 Bookings PSUs and 1,750,000 restricted stock awards during 2018.

(5)	Mr. Bostick became Chief Financial Officer effective December 16, 2019. Mr. Bostick received a bonus for 2019 in the amount of $160,170. This bonus was based on pro-rata Senior Bonus of $8,170 and a payment equal to eight additional months of his target bonus or $152,000.

(6)	Mr. Farnsworth joined the Company on February 25, 2019.

(7)	Mr. Shepherd served as Chief Revenue Officer through July 1, 2019, and was available as an adviser to the Company through December 31, 2019.

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(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 .”

(2)	The earned PSUs vest (based on achievement of actual bookings relative to target for the January 1, 2019 to December 31, 2019 period and the prior year actual bookings) in three equal installments on each of the first, second and third anniversaries of the date of the grant (or, if later, the date that the Committee certifies the results for the performance period).

(3)	The restricted stock vests in equal installments over three years.

(4)

We estimated the fair value of restricted stock using the closing price of the Company’s stock on the grant date in accordance with the FASB ASC Topic 718 Stock Compensation. We estimated the fair value of the PSU awards using the closing price of the Company’s stock on the grant date in accordance with the FASB ASC Topic 718 Stock Compensation (based on expected performance). See Note 13 to our consolidated financial statements and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock and Stock—Based Compensation” included in our Annual Report on Form 10-K for the assumptions made in determining these values.

(5)	Mr. Shepherd did not participate in the Senior Bonus Plan for 2019 due to his termination of employment on July 1, 2019.

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(1)	Mr. Shepherd held no outstanding equity on December 31, 2019.

(2)	All outstanding options are fully vested.

(3)	We estimated the market value of stock awards using the closing price of the Company’s stock on December 31, 2019 .

(4)	The restricted stock vested 25% on April 10, 2019, and 6.25% has vested or will vest on the first day of each succeeding calendar quarter.

(5)

The earned PSUs vest based on the achievement of bookings performance against target for the performance period for the year ending December 31, 2019, provided the recipient remains employed through each vesting date. The Compensation Committee certified the results of bookings performance on February 6, 2020 and these amounts reflect what was actually earned. The earned PSUs held by Mr. Zeile will vest in three equal installments on each of February 6, 2020, December 17, 2020, and December 17, 2021, the earned PSUs held by Mr. Bostick will vest in three equal annual installments beginning on December 17, 2020, and the earned PSUs held by all other NEOs will vest in three equal annual installments beginning on February 15, 2020. We estimated the market value of such PSUs using the closing price of the Company’s stock on December 31, 2019 .

(6)	The restricted stock will vest one-third on December 17, 2020, 2021, and 2022.

(7)	The restricted stock vested 25% on November 1, 2017, 2018, and 2019, and the remaining 25% will vest on November 1, 2020.

(8)	The restricted stock vested 25% on February 27, 2018 and 2019, and will vest in equal installments on February 27, 2020 and 2021.

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(9)	The restricted stock vested 25% on February 15, 2019, and will vest in equal installments on February 15, 2020, 2021 and 2022.

(10)	The restricted stock vested 12.5% each quarter following February 15, 2018 through 2019 and will continue to vest 12.5% each quarter thereafter.

(11)	The restricted stock vests 33% on each anniversary of February 25, 2020.

(12)	The restricted stock vested 25% on February 18, 2017, 2018 and 2019 and will vest 25% on February 18, 2020.

(13)	The restricted stock vests 33% on February 25, 2020, 2021, and 2022.

(14)

The TSR PSUs vest in three installments corresponding to three performance periods ending on each of the first, second and third anniversaries of the grant on the dates the Compensation Committee certifies the Company’s achievement of stock price performance relative to the Russell 2000 Index for the applicable performance period, provided that the recipient remains employed through such date. In accordance with applicable SEC disclosure rules, we have shown the outstanding number of PSUs that would be earned as of December 31, 2019 if the performance from the date of grant through the end of the 2019 fiscal year was achieved at the minimum threshold performance (0.1%). Actual performance through such date was zero. We estimated the market value of such PSUs using the closing price of the Company’s stock on December 31, 2019 . The performance period for such TSR PSUs ended February 27, 2020 and based on actual performance, no shares were earned and the TSR PSUs were subsequently forfeited as of February 27, 2020.

(15)	In connection with Mr. Grégoire’s separation agreement, he became entitled to accelerated vesting of 162,544 shares/units of equity-based awards on March 10, 2020.

(1)	Upon vesting, acquired shares are net settled to satisfy tax withholding obligations.

•	the median employee total compensation: $88,828

•	Mr. Zeile, CEO, total compensation: $1,046,718

•	Ratio of CEO to Median Employee compensation: 12:1

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•	a diminution in the NEO’s responsibilities, title, duties and reporting lines compared to those existing immediately prior to a change of control;

•	a reduction in the NEO’s salary, incentive compensation and other employee benefits compared to those existing immediately prior to a change of control;

•	relocation of the NEO to an office more than 40 miles from the NEO’s principal office immediately prior to a change of control;

•	breach by us of the NEO’s employment agreement; or

•	failure of any successor to assume, in writing, all obligations under the NEO’s employment agreement.

•	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.

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*	Restricted stock acceleration values reflect the value of the applicable number of non-vested shares equal to the fair value of the underlying stock as of December 31, 2019 .

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*	Restricted stock acceleration values reflect the value of the non-vested shares equal to the fair value of the underlying stock as of December 31, 2019 .

**

As noted above under “Equity Award Provisions”, in the event of a change of control (and without regard to whether there is a termination of employment), our NEOs would vest in a prorated portion of their earned TSR CIC PSUs, which based on the closing price of the Company’s stock on December 31, 2019, is worth $0 for each NEO and the value for earned CIC Bookings PSUs is a prorated portion of the value shown above. Upon a subsequent termination of employment within 12 months following a change of control, any earned CIC Bookings PSUs would fully vest.

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(1)

Represents the aggregate grant date fair value of restricted stock granted during the year in accordance with the FASB ASC Topic 718, Stock Compensation. See Note 13 to our consolidated financial statements and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock and Stock-Based Compensation ” in our Annual Report on Form 10-K for the assumption made in determining these values. On December 31, 2019 , each non-employee director had 35,250 shares of restricted stock outstanding. None of the non-employee directors had any outstanding stock options.

(2)	Received pro-rated shares of restricted stock of 5,270 shares on February 28, 2019.

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1.	Section 5(b) of the Plan is hereby amended and restated in its entirety to read as follows:

2.	This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and performed wholly within the State of New York, without giving effect to the conflict of laws provisions thereof.

3.	Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Plan. Further, except as expressly modified herein, all terms, provisions and conditions of the Plan shall remain in full force and effect.

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1.

Purpose. The purpose of this Employee Stock Purchase Plan (the “ Plan ”) of DHI Group, Inc., a Delaware corporation (the “ Company ”), is to provide eligible Employees of the Company and its Designated Subsidiaries with a convenient opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. The Plan was adopted by the Company on March 11, 2020, and approved by the Company’s stockholders on April 21, 2020.

2.	Definitions. The following definitions shall apply throughout the Plan.

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3.	Offering Periods. The Plan shall be implemented by a series of consecutive Offering Periods commencing on January 1 and ending on December 31 of each calendar year. The Committee shall have the authority to change the duration (subject to a maximum Offering Period of 27 months), frequency, start date, and end dates of Offering Periods.

4.

Eligibility. Subject to the requirements of Section 5 and the limitations imposed by Section 423(b) of the Code (and unless different dates are established by the Committee in respect of any Offering Period), a person shall be eligible to participate in an Offering Period if such person is an Employee as of the date on which an election for participation in the Offering is required pursuant to Section 5(b) below; provided , however , that the Committee may provide that an Employee shall not be eligible to participate in an Offering Period if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; (ii) such Employee has not met a service requirement designated by the Committee pursuant to Section 423(b)(4) (A) of the Code (which service requirement may not exceed two years); and/or (iii) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Common Stock under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Common Stock under the Plan to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Committee in its sole discretion; provided , further , that any exclusion in clause (i), (ii) or (iii) shall be applied in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).

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9.

Delivery. As promptly as practicable after each Purchase Date, the number of Shares purchased by each Participant upon exercise of his or her option shall be deposited into an account established in the Participant’s name with the Plan Administrator. The Committee may determine that no Share purchased in respect of an offering may be transferred out of such Participant’s account with the Plan Administrator other than in connection with a “disposition” (as such term is used in Section 423(a)(1) of the Code) of such Share for the longer of (x) two (2) years following the Offering Date applicable to such Share and (y) one (1) year following the Purchase Date applicable to such Share.

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13.

Transferability. Neither amounts accumulated in a Participant’s notional account nor any rights with regard to the exercise of an option or to receive Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will or by the laws of descent and distribution, or as provided in Section 10) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 10.

14.	Use of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions.

15.	Reports. Statements of account will be made available to Participants by the Company or the Plan Administrator in the form and manner designated by the Committee.

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18.	No Rights to Continued Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an affiliate, or to continue in the employ or the service of the Company or an affiliate.

19.

Beneficiary Designation. The Participant’s beneficiary shall be the Participant’s spouse (or domestic partner if such status is recognized by the Company and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death, the Participant’s estate, except to the extent that a different beneficiary is designated in accordance with procedures that may be established by the Committee from time to time for such purpose. Notwithstanding the foregoing, in the absence of a beneficiary validly designated under such Committee-established procedures and/or applicable law who is living (or in existence) at the time of death of a Participant residing or working outside the United States, any required distribution under the Plan shall be made to the executor or administrator of the estate of the Participant, or to such other individual as may be prescribed by applicable law.

20.	Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all eligible Employees who are granted options under the Plan shall have the same rights and privileges.

21.	No Rights as a Shareholder. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of Shares that are subject to options hereunder until such Shares have been issued or delivered to that person.

22.	Withholding. To the extent required by applicable federal, state, or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.

23.	Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

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25.

Term of Plan; Effective Date. The Plan was adopted by the Board on March 11, 2020, and approved by the Company’s stockholders on April 21, 2020. The Plan shall be effective on January 1, 2021 (the “ Effective Date ”), and shall continue in force and effect until terminated under Section 17. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the ten (10) year anniversary of the Effective Date and (ii) the date on which all shares available for issuance under the Plan have been sold.

26.

Additional Restrictions of Rule 16b-3. The terms and conditions of options granted hereunder to, and the purchase of Shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and the Shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

27.

Indemnification. No member of the Board or the Committee, nor any employee or agent of the Company exercising authority delegated by the Board or the Committee hereunder (each such person, an “ Indemnifiable Person ”), shall be liable for any action taken or omitted to be taken or any determination made in the administration of the Plan (unless constituting fraud or a willful criminal act or willful criminal omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit, or proceeding to which such Indemnifiable Person may be involved as a party or witness or otherwise by reason of any action taken or omitted to be taken or determination made under the Plan and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval (not to be unreasonably withheld) in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit, or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified); provided , that the Company shall have the right, at its own expense, to assume and defend any such action, suit, or proceeding, and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of recognized standing of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or willful criminal omission or that such right of indemnification is otherwise prohibited by law or by the Company’s certificate of incorporation or by-laws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s certificate of incorporation or by-laws, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

28.

Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

29.

No Trust or Fund Created. The Plan shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any affiliate, on the one hand, and the Participant or other person or entity, on the other hand. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or to otherwise segregate any assets, nor shall the Company maintain separate bank accounts, books, records, or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company.

30.	Reliance on Reports. Each member of the Committee and each member of the Board (and each such member’s respective designees) shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent registered public

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31.	Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of the Company except as otherwise specifically provided in such other plan.

32.	Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

33.

Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity, or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, such provision shall be construed or deemed stricken as to such jurisdiction, person, or entity, and the remainder of the Plan shall remain in full force and effect.

34.	Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

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