Dhi Group Inc

This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the related tables. Management is seeking shareholder endorsement to validate its pay-for-performance philosophy—mixing base salary, annual cash bonuses tied to Revenue and Adjusted EBITDA, brand-level bonuses for business presidents, and long-term equity incentives split between performance share units (PSUs) and restricted stock—to retain and motivate executives and align their interests with stockholders. The proxy highlights specific 2025 plan mechanics (senior and brand bonus funding formulas, PSU Bookings performance hurdles, and vesting schedules) and notes that the 2025 PSUs achieved 78.4% of target and annual bonuses funded at roughly 89.5% of target, reflecting challenging market conditions. The Board emphasizes governance safeguards including independent committee oversight, use of Compensia as an independent compensation consultant, clawback policies, stock ownership guidelines, no repricing without shareholder approval, and a demonstrated responsiveness to prior advisory votes (79.1% support in 2025). Because the vote is advisory, it does not bind the Board, but the Board and Human Capital and Compensation Committee will consider the outcome in future compensation decisions and adjustments. For investors evaluating the proposal, key considerations include the program’s explicit link to measurable company metrics (Bookings, Revenue, Adjusted EBITDA and Adjusted EBITDA Margin), the materiality of equity in total pay (long-term alignment), historical payout levels relative to target, and the company’s disclosure of governance features meant to limit excessive risk-taking and protect stockholders. A FOR vote signals support for the current program design and reward outcomes given 2025 performance and stated governance protections; a negative vote would signal investor concern and could trigger further engagement or plan design changes by the Committee. Overall, the proposal is a standard annual advisory vote intended to provide feedback on executive pay decisions and the board’s compensation policies in the context of the Company’s recent financial performance and strategic investments.

This proposal requests shareholder approval of a Second Amendment to the Company’s 2022 Omnibus Equity Award Plan to add 2,800,000 shares to the plan reserve and implement several plan design changes intended to preserve shareholder value and governance integrity. Management seeks authority to continue granting equity compensation—restricted stock, PSUs, and potentially options/SARs—to attract, retain and incentivize employees and non-employee directors; if approved the A&R 2022 Equity Plan would raise the total reserved pool and keep the plan expiration of July 13, 2032. The amendment includes explicit shareholder-protective features: no evergreen reloading, prohibitions on repricing without shareholder approval, a minimum one-year vesting requirement for awards granted after approval (with limited 5% carve-out and exceptions for assumed/substituted awards and certain corporate events), and no liberal “recycling” of shares via option exercise or tax-withholding that would otherwise replenish the reserve for future grants. The proxy provides operational context—current outstanding PSUs and restricted stock, the company’s three-year burn rate (6.4%) relative to peers, and historical share repurchases—which management uses to argue that the requested increase is measured and consistent with recruiting/retention needs while keeping dilution in check (the company highlights net decreases in fully diluted shares over a three-year window when buybacks and repurchases are included). The amendment sets sub-limits (per-participant caps, incentive stock option caps, non-employee director yearly limits and a $5M cash cap for performance awards) intended to control single-person dilution and aggregate plan cost. Key investor considerations include the incremental dilution from 2.8M additional shares, the company’s burn-rate and repurchase activity that management cites to offset dilution, the added minimum vesting and anti-recycling provisions that reduce short-term dilution and opportunistic grant practices, and the discretion retained by the Compensation Committee to administer awards and to adjust in corporate transactions. Approving the amendment preserves management flexibility for long-term incentive grants aligned with strategic objectives; rejecting it would constrain the company’s ability to grant equity and could force management to replace equity with cash compensation—potentially increasing near-term cash costs and affecting competitiveness in talent markets. Overall, the proposal balances the company’s stated hiring and retention needs against shareholder protections via specific anti-dilution and governance features, making the vote a tradeoff between enabling future equity-based incentives and limiting potential dilution.

This management proposal asks shareholders to approve an amendment increasing the Employee Stock Purchase Plan share reserve by 500,000 shares (to a total of 1,000,000) so employees can continue to buy company stock under the ESPP. Management frames the request as necessary because participation has nearly exhausted the current allotment (435,862 shares purchased, only 64,138 remaining as of March 20, 2026), and the ESPP is an important element of employee attraction, retention, and alignment—particularly for a technology labor market where equity participation is a recruiting differentiator. The ESPP is structured to qualify under Section 423 of the Internal Revenue Code, offering employees a discounted purchase price (85% of market on lower of offering start or purchase date) and defined offering periods, which preserves favorable tax treatment for participants. From a governance and dilution perspective, the requested 500,000-share increase is modest relative to the company’s total shares outstanding (approximately 43.9 million) and management notes that the ESPP is accounted for within broader equity plan usage and repurchase activity. Key investor considerations include the trade-off between modest dilution and the retention/engagement benefits of employee ownership, the tax-qualified structure that limits participation and terms, and the company’s authority and safeguards (proportional reductions if oversubscribed, administrative controls). If the amendment is not approved, the company would need to limit or suspend ESPP participation or replace ESPP opportunities with cash or other benefits—potentially increasing cash compensation costs or reducing employee engagement. Overall, the proposal presents a conventional, pro-employee adjustment intended to preserve an established compensation tool with limited dilutive impact and typical investor protections built into the plan’s mechanics.