What changed in this filing

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Item 9A. Controls and Procedures

2022-02-11 compared with 2021-02-10 · 55 added, 80 removed, 246 unchanged (35% of the section changed)

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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.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of DHI Group, Inc.

To the stockholders and the Board of Directors of DHI Group, Inc.

Opinion on Internal Control over Financial Reporting

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Other Information

Effective on February 8, 2022, we entered into employment agreement amendments with Kevin Bostick, our Chief Financial Officer, and Chris Henderson, our Chief Operating Officer (each, an “Executive”).

For each of the Executives, the amended employment agreements provide that such Executive would be entitled to receive (i) payment of the Executive’s earned but unpaid bonus for a completed fiscal year upon any qualifying termination and (ii) such Executive’s current target bonus amount (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), if such qualifying termination occurs within the one year following a change of control.

The amendment for Mr.

Henderson extends his post-employment restriction non-compete and non-solicit periods to twelve (12) months.

All other material provisions of the Executive’s employment agreements remain the same.

The foregoing descriptions are qualified in their entirety by reference to the full text of each amendment, which are filed as Exhibits 10.20 and 10.21 to this Annual Report on Form 10-K and incorporated by reference herein.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

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.

The information called for by Item 10 (other than with respect to executive officers) will be set forth in our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders (the "Proxy Statement”) to be filed within 120 days of the Company’s fiscal year end of December 31, 2021 and is incorporated herein by reference.

Executive Officers of the Company

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Paul Farnsworth 50 Chief Technology Officer

Christian Dwyer 54 Chief Product Officer

Michelle Marian 56 Chief Marketing Officer

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in accounting from Penn State University.

Paul Farnsworth is the Chief Technology Officer, joining the Company in February 2019.

Paul Farnsworth is the Chief Technology Officer, joining the Company in February 2019, overseeing both the technology and product organizations at DHI.

Prior to joining DHI, Mr.

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He has served as the Board Technology Advisor at SafeHarbor Technology Corporation and held board appointments at various startup and growth companies, advising on technology best practices and future roadmaps.

Christian Dwyer is the Chief Product Officer, joining the Company in September 2018.

Dwyer oversees the product strategy, development and expansion of DHI products including Dice, ClearanceJobs and eFinancialCareers.

Prior to joining DHI, Mr.

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.

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

Dwyer serves as a board member for the Colorado Technology

He earned an M.S.

in Finance from the University of Colorado at Denver and a B.A.

in Business Economics from the University of California at Santa Barbara.

Michelle Marian is the Chief Marketing Officer, joining the Company in October 2018.

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

since January 2020.

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.

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

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 is the immediate past 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.

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(Management) degree from Molloy College.

We have adopted a code of conduct and ethics that applies to all of our directors, officers and employees, including or chief executive officer, chief financial officer and persons performing similar functions.

Our code of conduct and ethics is posted on the investors section of our website at www.dhigroupinc.com.

Inclusion and diversity remain key priorities for the Company.

The diverse backgrounds, skills and experiences of executive officers and board members is important to both our values and performance.

We believe that a diverse board, management team and workforce that is reflective of our diverse customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.

Diverse perspectives amongst our management team and board allows them to evaluate issues through different experiences and perspectives and help guide the Company in a thoughtful way.

The Company has also adopted a Code of Conduct and Ethics, which is applicable to all directors, officers and employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer.

A copy of the Company’s Code of Conduct and Ethics is available under the Investors section of our website and in print to any stockholder who requests a copy from the Corporate Secretary.

If the Company amends or waives the Code of Conduct and Ethics with respect to the directors, Chief Executive Officer, Chief Financial Officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.

Executive Compensation

The information called for by Item 11 pertaining to executive compensation will be set forth in the Proxy Statement and is incorporated herein by reference.

The information called for by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by Item 12 pertaining to security ownership of certain beneficial owners and management will be set forth in the Proxy Statement and is incorporated herein by reference.

The information called for by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information called for by Item 13 pertaining to certain relationships and related transactions will be set forth in the Proxy Statement and is incorporated herein by reference.

The information called for by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

The information called for by Item 14 pertaining to principal accounting fees and services will be set forth in the Proxy Statement and is incorporated herein by reference.

Our independent registered public accounting firm is Deloitte & Touche LLP, Des Moines, Iowa (PCAOB ID No.

The information called for by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Financial Statement Schedules

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10.1† The DHI Group, Inc.

2005 Omnibus Stock Plan (the “2005 Stock Plan”) (incorporated by reference from Exhibit 10.14 to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-141876) filed on May 18, 2007).

10.2† Form of Stock Option Award Agreement under the 2005 Stock Plan (incorporated by reference from Exhibit 10.15 to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-141876) filed on May 18, 2007).

10.3† The DHI Group, Inc.

2007 Equity Award Plan (the “2008 Equity Plan”) (incorporated by reference from Exhibit 10.16 to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333- 141876) filed on May 18, 2007).

10.4† Form of Stock Award Agreement under the 2007 Equity Plan (incorporated by reference from Exhibit 10.11 to Amendment No.

2 to the Company’s Registration Statement on Form S-1 (File No.

333-141876) filed on June 8, 2007).

10.5† The DHI Group, Inc.

2012 Omnibus Equity Award Plan (the “2012 Equity Plan”) (incorporated by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No.

333-182756) filed on July 19, 2012).

2012 Omnibus Equity Award Plan, as amended and restated on March 11, 2020 (the “2012 Equity Plan”) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No.

333-182756) filed on October 9, 2020 ).

10.2† Form of Stock Option Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (File No.

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333-182756) filed on July 19, 2012).

10.8† Form of Performance-Based Restricted Stock Unit Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No.

001-33584) filed on April 29, 2015).

10.4† Form of Performance-Based Restricted Stock Unit Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

001-33584) filed on August 1, 2019).

10.5† The Employee Stock Purchase Plan (the “ESPP”) (incorporated by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No.

333-182756) filed on October 9, 2020).

10.6† Employment Agreement, dated as of April 24, 2019, between Dice, Inc.

and Chris Henderson (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

001-33584) filed on August 1, 2019 .

10.7† Employment Agreement, dated as of February 19, 2019, between Dice, Inc.

and Paul Farnsworth (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (File No.

001-33584) filed on May 2, 2019 .

10.8† The DHI Group, Inc.

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333-141876) filed on June 8, 2007).

10.10† Employment Agreement, dated as of April 20, 2000, and amended as of March 1, 2001, between Earthweb Inc.

and Michael P.

Durney (incorporated by reference from Exhibit 10.4 to Amendment No.

6 to the Company’s Registration Statement on Form S-1 (File No.

333-141876) filed on July 11, 2007).

10.11† Separation Agreement, dated as November 1, 2017, by and between DHI Group, Inc.

and Michael P Durney (incorporated by reference from Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 207 (File No.

001-33584) filed on February 12, 2018).

10.12† Separation Agreement dated as of February 9, 2018 between eFinancialCareers Limited and James Bennett (incorporated by reference from Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

001-33584) filed on February 12, 2018).

10.9† Employment Agreement, dated as of January 31, 2000, and amended as of March 1, 2001, between Earthweb Inc.

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333-141876) filed on July 11, 2007).

10.14† Employment Agreement, dated as of June 20, 2005 between eFinancialCareers Limited and John Benson (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2008 (File No.

001-33584) filed on May 7, 2008).

10.15† Employment Agreement dated as of November 16, 2004, and amended as of July 1, 2011 between eFinancialCareers Limited and James Bennett (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

(001-33584) filed on April 25, 2012 with the Securities and Exchange Commission).

10.16† Amendment to Employment Agreement dated as of July 29, 2013 between Dice Inc., DHI Group, Inc.

and Michael P.

Durney (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (File No.

001-33584) filed on October 29, 2013).

10.10† Employment Agreement dated as of January 1, 2014 between Dice Inc.

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001-33584) filed on April 30, 2014).

10.18† Employment Agreement dated as of January 1, 2014 between Dice Inc.

and Klavs Miller (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No.

001-33584) filed on April 30, 2014).

10.11 Second Amended and Restated Credit Agreement dated as of November 14, 2018, among DHI Group, Inc., Dice Inc.

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and BMO Harris Bank N.A., as co-syndication agents and TD Bank, N.A., as documentation agent.

10.20† Employment Agreement dated as of November 1, 2016 between Dice Inc.

and Luc Grégoire incorporated by reference from Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No.

001-33584) filed on February 9, 2017).

10.21† Separation Agreement, dated as of June 16, 2017 among DHI Group, Inc., Dice Inc., and Shravan Goli (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

001-33584) filed on June 29, 2017).

10.12† Employment Agreement and Addendum to Employment Agreement dated as of April 9, 2018 between DHI Group, Inc., Dice Inc.

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10.13† Employment Agreement and Addendum to Employment Agreement dated as of September 9, 2018 between DHI Group, Inc.

and Christian Dwyer.

and Christian Dwyer (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No.

001-33584) filed on November 1, 2018).

10.14† Employment Agreement and Addendum to Employment Agreement dated as of September 25, 2018, between DHI Group, Inc.

and Michelle Marian.

10.25† Separation Agreement dated as of June 26, 2019 between DHI Group, Inc.

and Ian Shepherd (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

001-33584) filed on June 26, 2019).

10.15*† Employment Agreement and Addendum to Employment Agreement dated as of October 17, 2019, between DHI Group, Inc.

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001-33584) filed on December 13, 2019).

10.18 Amendment No.

1 dated as of June 22, 2021 to the Second Amended and Restated Credit Agreement dated as of November 14, 2018, among DHI Group, Inc., Dice Inc.

and Dice Career Solutions, Inc., as Borrowers, the various lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A.

and BMO Harris Bank N.A., as co-syndication agents and TD Bank, N.A., as documentation agent.

10.19*† Separation Agreement dated as of November 11, 2021 between DHI Group, Inc.

and Christian Dwyer.

10.20*† First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of December 12, 2019 between Dice, Inc.

and Kevin Bostick.

10.21*† First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of April 24, 2019 between Dice, Inc.

and Chris Henderson.

10.22*† First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of February 19, 2019 between Dice, Inc.

and Paul Farnsworth.

10.23*† First Amendment, dated as of February 8, 2022, to Employment Agreement dated as January 1, 2014 between Dice, Inc.

and Pamela Bilash.

10.24*† First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of October 17, 2019 between Dice, Inc.

and Arie Kanofsky.

10.25*† First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of September 25, 2018 between Dice, Inc.

and Michelle Marian.

21.1* Subsidiaries of the Registrant.

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Schedule II—Consolidated Valuation and Qualifying Accounts

Form 10-K Summary

DHI GROUP, INC.

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Year ended December 31, 2019 $ 5,263 $ ( 191 ) $ — $ 5,072

$ 224 $ 5,081 $ — $ 5,305

Year ended December 31, 2020 5,072 233 — 5,305

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____________________

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

See notes to the DHI Group, Inc.

consolidated financial statements included elsewhere herein.

See notes to consolidated financial statements included elsewhere herein.

Form 10-K Summary

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.

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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