What changed in this filing

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Item 9A. Controls and Procedures

2023-02-10 compared with 2022-02-11 · 29 added, 164 removed, 137 unchanged (58% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal period covered by this report.

Based on such evaluations, the CEO and CFO have concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of the end of the fiscal period covered by this report.

These disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluations, the CEO and CFO have concluded that these disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

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No change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of DHI Group, Inc.

and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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, 2021, of the Company and our report dated February 11, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

February 11, 2022

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

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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 2023 Annual Meeting of Stockholders (the "Proxy Statement”) to be filed within 120 days of the Company’s fiscal year end of December 31, 2022 and is incorporated herein by reference.

Executive Officers of the Company

Set forth below is information relating to the Company’s executive officers as of February 11, 2022.

Name Age Position

Art Zeile 57 President and Chief Executive Officer

Kevin Bostick 54 Chief Financial Officer

Paul Farnsworth 50 Chief Technology Officer

Michelle Marian 56 Chief Marketing Officer

Arie Kanofsky 53 Chief Revenue Officer

Chris Henderson 54 Chief Operating Officer

Pam Bilash 63 Chief Human Resources Officer

Campbell 57 Chief Legal Officer

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

Prior to joining DHI, Art co-founded HOSTING, a cloud computing services company and served as its Chief Executive Officer from 2008 until 2016.

At HOSTING, Art 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.

Earlier in his career, Art served as CEO of QTC Management Inc, a healthcare technology company, from 2006 to 2007.

Prior to joining QTC Management, Art co-founded Inflow Inc., a public data center company, and Link-VTC, one of the first companies to deliver videoconferencing services.

Art earned a bachelor's degree in Astronautical Engineering from the U.S.

Air Force Academy and served in the United States Air Force from 1988 until 1993.

Art also received a master's degree in public policy from Harvard University.

Kevin Bostick has been Chief Financial Officer since joining the Company in December 2019.

He has overall responsibility for the Company's financial organization, including financial planning, accounting, financial reporting, investor relations, treasury, internal audit and tax matters.

Prior to joining DHI, Mr.

Bostick was partner and CFO at Level 5 Capital Partners, a private equity firm, since 2018.

From 2013 to 2018, Mr.

Bostick served as president and CFO of 365 Data Centers, a data center company.

He has also served as CFO at Elevation DC, Local Insight Media and New Global Telecom.

Earlier in his career he held leadership roles at Level 3 Communications, JP Morgan and KPMG.

Bostick holds an MBA from The Wharton School, University of Pennsylvania and a B.S.

in accounting from Penn State University.

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.

Farnsworth served as Chief Technology Officer at Reed Group, where he was responsible for all aspects of technology delivery and support including:

product software delivery, end user environment support, hosting, vendor strategy, client professional services, and enterprise program management.

Prior to Reed Group, he was the Senior Vice President of Information at Level 3 Communications, where he led the IT Solutions Delivery Group.

He served as Programme Director at BT, with responsibility for customer facing portals and websites in Europe and India.

Earlier in his career he held technology leadership roles of increasing responsibility at Qwest Corporation prior to its acquisition by CenturyLink.

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.

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

Marian leads DHI’s global marketing organization with responsibility for its digital marketing strategy, demand generation and branding.

Prior to joining DHI, Ms.

Marian was the Head of Global Digital Marketing at Crocs, where she was responsible for driving new customer growth and a data-driven customer centric approach to eCommerce.

Prior to Crocs, she served as the Vice President of Marketing at Shopathome.com, defining the marketing strategy and execution of customer acquisition and engagement initiatives at the company.

Earlier in her career, Ms.

Marian held executive marketing positions at Webroot, Safeway, and AOL.

Marian holds a Masters of International Business Studies from the University of South Carolina and a B.S.

in International Business & Marketing from the University of Colorado at Boulder.

Arie Kanofsky is the Chief Revenue Officer, joining the Company in October 2019.

Arie is responsible for driving growth and scaling sales opportunities for DHI's brands globally.

Prior to joining DHI, Mr.

Kanofsky was the VP of Growth and Head of Sales for Smartlinx Solutions.

Previously, he was the Chief Sales Officer at Sterling Talent Solutions.

Earlier in his career, he was the Director of Sales for JobFox.

Kanofsky was also the co-founder and executive vice president of JobExpo.com (formerly CareerFairsUSA prior to its merger with JobExpo.com).

Kanofsky holds a B.A.

in Communication from the University of Tampa.

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.

Henderson served as the CEO of the Universal Service Administrative Company, which delivers the FCC's $10 billion Universal Service effort to deliver high quality broadband to all Americans.

Henderson previously held a number of senior roles in the public sector including Senior Advisor to Interior Secretary Ken Salazar and COO of City for the Denver under Mayor John Hickenlooper.

He also spent twelve years at Vestar Capital Partners, a private equity firm, where he was managing director, member of the investment committee and co-head of the consumer group.

Henderson holds an M.B.A.

from Columbia University and a B.A.

in Political Science from the University of Colorado at Boulder.

Pam Bilash is the Chief Human Resources Officer, joining the Company in January 2014 through its acquisition of onTargetjobs where she led the Human Resources team as Executive Vice President since 2009.

Bilash brings the Company more than 25 years' experience in talent management and in the information industry.

Prior to joining onTargetjobs, Ms.

Bilash worked for Thomson Reuters in roles of increasing responsibility, culminating as Senior Vice President of Human Resources for the healthcare group and serving on their Human Resources leadership team, in addition to her executive duties.

Bilash is a graduate of the University of Hartford.

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.

in January 2000.

Campbell is responsible for managing our legal affairs, including intellectual property, mergers and acquisitions, strategic alliances, corporate securities, real estate, litigation and employment law, as well as corporate development and supervising outside counsel.

Campbell also oversees our privacy initiatives.

Prior to joining the Company, Mr.

Campbell served as Vice President, General Counsel and Corporate Secretary at CMP Media, where he worked since 1995.

From 1988 to 1995, Mr.

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

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.

John’s University School of Law and a B.A.

(English) from the University of Virginia, and is currently a candidate for an M.B.A.

(Management) degree from Molloy College.

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

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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

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

Principal Accountant Fees and Services

Our independent registered public accounting firm is Deloitte & Touche LLP, Denver, Colorado (PCAOB ID No.

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

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See (b) below.

2.1 Share Purchase Agreement, dated as of May 22, 2018, by and among DHI Group, Inc., OnTargetJobs Canada, Inc.

and Virgil AcquisitionCo Inc.

(incorporated by reference from Exhibit 2.1 to Company's Current Report on Form 8-K (File No.

001-33584) filed on May 29, 2018).

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

2 unchanged sentences

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

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.

3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, 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).

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333-141876) filed on June 22, 2007).

4.2 Second Amended and Restated Shareholders Agreement, dated as of July 23, 2007, by and between DHI Group, Inc.

and the eFG Shareholders named therein (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-33584) filed on July 23, 2007).

4.3 Institutional and Management Shareholders Agreement, dated as of July 23, 2007, by and among DHI Group, Inc., the Quadrangle Entities named therein, the General Atlantic Entities named therein and the Management Shareholders named therein (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

001-33584) filed on July 23, 2007).

4.4 Amendment No.

1 to Second Amended and Restated Shareholders Agreement, dated as of February 4, 2008, by and among DHI Group, Inc.

and the eFG Shareholders named therein (incorporated by reference from Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No.

001-33584) filed on March 25, 2008).

4.5* Description of Capital Stock.

4.5 Description of Capital Stock (incorporated by reference from Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

001-33584) filed on February 11, 2022).

10.1† The DHI Group, Inc.

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.

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

10.2† Form of Restricted Stock Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-8 (File No.

2 unchanged sentences

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

10.4† The DHI Group, Inc.

2022 Omnibus Equity Award Plan (the "2022 Equity Plan") (incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No.

333-266144) filed on July 15, 2022).

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.

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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.

10.11 Third Amended and Restated Credit Agreement dated as of June 10, 2022, 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.

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

and Citizens Bank, N.A., as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

001-33584) filed on August 3, 2022) .

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 25, 2018, between DHI Group, Inc.

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.

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

10.17† Separation Agreement dated as of December 12, 2019 between DHI Group, Inc.

and Luc Gregoire (incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K (File No.

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.

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

and Kevin Bostick.

and Kevin Bostick (incorporated by reference from Exhibit 10.20 to the Company's Annual Report on Form 10-K (File No.

001-33584) filed on February 11, 2022).

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

and Chris Henderson.

and Chris Henderson (incorporated by reference from Exhibit 10.21 to the Company's Annual Report on Form 10-K (File No.

001-33584) filed on February 11, 2022).

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

and Paul Farnsworth.

and Paul Farnsworth (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K (File No.

001-33584) filed on February 11, 2022).

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

and Pamela Bilash.

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

001-33584) filed on February 11, 2022).

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

and Arie Kanofsky.

and Arie Kanofsky (incorporated by reference from Exhibit 10.24 to the Company's Annual Report on Form 10-K (File No.

001-33584) filed on February 11, 2022).

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

and Michelle Marian.

and Michelle Marian (incorporated by reference from Exhibit 10.25 to the Company's Annual Report on Form 10-K (File No.

001-33584) filed on February 11, 2022).

21.1* Subsidiaries of the Registrant.

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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