What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-10 compared with 2020-02-06 · 50 added, 65 removed, 276 unchanged (29% of the section changed)

5 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Treadway Commission.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

10 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 6, 2020 , expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 10, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

20 unchanged sentences

The information called for by Item 10 will be set forth in our definitive proxy statement relating to our 2021 Annual Meeting of Stockholders (the "Proxy Statement”) to be filed within 120 days of the Company’s fiscal year end of December 31, 2020 and is incorporated herein by reference.

On December 12, 2019, Kevin Bostick became the Company's Chief Financial Officer.

Bostick joining the Company, Luc Grégoire served as the Company's Chief Financial Officer.

Grégoire will continue to be employed by the Company in an advisory capacity through February 2020.

Executive Officers of the Company

Set forth below is information relating to the Company’s executive officers as of February 10, 2021.

President and Chief Executive Officer

Kevin Bostick

Chief Financial Officer

Paul Farnsworth

Chief Technology Officer

Christian Dwyer

Chief Product Officer

Michelle Marian

Chief Marketing Officer

Arie Kanofsky

Chief Revenue Officer

Chris Henderson

Chief Strategy Officer

Chief Human Resources Officer

Senior Vice President, Corporate Development, General Counsel and Corporate Secretary

Name Age Position

Art Zeile 56 President and Chief Executive Officer

Kevin Bostick 53 Chief Financial Officer

Paul Farnsworth 49 Chief Technology Officer

Christian Dwyer 54 Chief Product Officer

Michelle Marian 55 Chief Marketing Officer

Arie Kanofsky 52 Chief Revenue Officer

Chris Henderson 53 Chief Operating Officer

Pam Bilash 62 Chief Human Resources Officer

Campbell 56 Chief Legal Officer

Art Zeile has been President and Chief Executive Officer, as well as a director of the Company since April 2018.

29 unchanged sentences

Dwyer served as the Executive Vice President of Product Management at HealthGrades, where he led product strategy, product development and business development across consumer web, mobile and native applications.

He previously served as Senior Vice President and General Manager at AOL/MapQuest, where he successfully repositioned the business for growth by establishing

partnership alliances and scaling new products across web and mobile applications.

He previously served as Senior Vice President and General Manager at AOL/MapQuest, where he successfully repositioned the business for growth by establishing partnership alliances and scaling new products across web and mobile applications.

Earlier in his career he held leadership positions at Navidec and Carpoint.com.

Dwyer serves as a board member for the Colorado Technology Association.

Dwyer serves as a board member for the Colorado Technology

He earned an M.S.

19 unchanged sentences

in Communication from the University of Tampa.

Chris Henderson is the Chief Strategy Officer, joining the Company in April 2019.

Henderson is responsible for the development and implementation of DHI's strategy in support of the CEO and other executive leaders.

Chris Henderson is the Chief Operating Officer, joining the Company in April 2019.

Henderson previously served as Chief Strategy Officer.

Henderson is responsible for the overall strategy and operations of DHI, particularly as it relates to the development and execution of products and go-to-market solutions for each of the Company’s brands.

Prior to joining the Company, Mr.

10 unchanged sentences

Bilash is a graduate of the University of Hartford.

Campbell is the Senior Vice President, Corporate Development, General Counsel and Corporate Secretary of DHI Group, Inc.

He served as Vice President, Business and Legal Affairs at DHI since June 2003, after joining our predecessor, Dice Inc.

Campbell is the Chief Legal Officer and Corporate Secretary of DHI Group, Inc.

He previously served as Senior Vice President, Corporate Development and General Counsel and Corporate Secretary and earlier at DHI as Vice President, Business and Legal Affairs since June 2003, after joining our predecessor, Dice Inc.

in January 2000.

5 unchanged sentences

Campbell worked as a Corporate Associate at the law firm of Mudge, Rose, Guthrie, Alexander and Ferdon.

Campbell is the Vice Chair of the Small Law Department Network of the Association of Corporate Counsel and is a past president of the New York City Chapter of the Association of Corporate Counsel, where he served on the Board of Directors for six years and has been a member for twenty-five years.

Campbell is the Chair of the Small Law Department Network of the Association of Corporate Counsel and is a past president of the New York City Chapter of the Association of Corporate Counsel, where he served on the Board of Directors for six years and has been a member for twenty-five years.

Campbell earned a J.D.

28 unchanged sentences

001-33584) filed on March 9, 2016).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dice Holdings, Inc., effective April 21, 2015.

3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dice Holdings, Inc., effective April 21, 2015 (incorporated by reference from Exhibit 3.1 to Company's Current Report on Form 8-K (File No.

001-33584) filed on April 21, 2015) .

4.1 Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No.

98 unchanged sentences

32.2* Certifications of Kevin Bostick, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

________________

1 unchanged sentence

† Identifies a management contract or compensatory plan or arrangement.

Financial Statement Schedules.

(b) Financial Statement Schedules.

Schedule II—Consolidated Valuation and Qualifying Accounts

4 unchanged sentences

(in thousands)

Column A Column B Column C Column D Column E

of Period Charged

to Income Deductions Balance

Reserves Deducted From Assets to Which They Apply:

5 unchanged sentences

Year ended December 31, 2018 (1)

$ 224 $ 5,081 $ — $ 5,305

Year ended December 31, 2019 5,305 ( 233 ) — 5,072

1 unchanged sentence

____________________

Reduction primarily due to utilization of foreign tax credits.

(1) Increase primarily due to valuation allowance for tax capital loss carryforward resulting from Rigzone sale.

2 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

February 6, 2020

DHI Group, Inc.

February 10, 2021 DHI Group, Inc.

/S/ Art Zeile

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

/S/ Art Zeile

President, Chief Executive Officer and Director

February 6, 2020

(Principal Executive Officer)

/S/ Kevin Bostick

Chief Financial Officer

February 6, 2020

Kevin Bostick

(Principal Financial and Accounting Officer)

/S/ Brian Schipper

Chairman and Director

February 6, 2020

Signature Title Date

/S/ Art Zeile President, Chief Executive Officer and Director February 10, 2021

Art Zeile (Principal Executive Officer)

/S/ Kevin Bostick Chief Financial Officer February 10, 2021

Kevin Bostick (Principal Financial and Accounting Officer)

/S/ Brian Schipper Chairman and Director February 10, 2021

Brian Schipper

/S/ Carol Carpenter

February 6, 2020

Carol Carpenter

/S/ Golnar Sheikholeslami

February 6, 2020

Golnar Sheikholeslami

/S/ Scipio Carnecchia

February 6, 2020

/S/ Scipio Carnecchia Director February 10, 2021

Scipio Carnecchia

/S/ Jim Friedlich

February 6, 2020

/S/ Jim Friedlich Director February 10, 2021

Jim Friedlich

/S/ Jennifer Deason

February 6, 2020

/S/ Jennifer Deason Director February 10, 2021

Jennifer Deason

/S/ David Windley

February 6, 2020

/S/ David Windley Director February 10, 2021

David Windley

/S/ Elizabeth Salomon Director February 10, 2021

Elizabeth Salomon

/S/ Kathleen Swann Director February 10, 2021

Kathleen Swann

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures