Art Zeile
DHI GROUPAbout Art Zeile
Art Zeile (age 61) has served as President & CEO and a director of DHI Group (DHX) since April 2018. He holds a B.S. in Astronautical Engineering from the U.S. Air Force Academy and an MPP from Harvard University, with prior CEO roles at HOSTING (cloud services), QTC Management, and co-founder/CEO of Inflow (data centers), and service in the U.S. Air Force (1986–1993) . Under his leadership, DHI’s FY2024 revenue declined 7% to $141.9M while Adjusted EBITDA margin improved to 25% (vs. 24% in 2023), and annual bonuses paid at 92.7% of target; PSUs earned at 79.3% based on Bookings performance . The company reports five-year cumulative TSR down 41% versus peer group up 77% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HOSTING (cloud computing) | CEO | 2008–2016 | Roll-up strategy in U.S. cloud services; focus on security/compliance for mission-critical web apps |
| QTC Management Inc. (healthcare tech) | CEO | 2006–2007 | Led healthcare technology firm |
| Inflow Inc. (public data centers) | Co-founder & CEO | 1997–2005 | Built public data center operator |
| United States Air Force | Officer | 1986–1993 | Astronautical engineering background; military leadership experience |
External Roles
| Organization | Role | Years | Committees / Responsibilities |
|---|---|---|---|
| National Bank Holdings Corporation (NYSE: NBHC) | Director | Since 2016 | Audit; Nominating/Governance; Chair of Compensation Committee |
| Element Critical | Chairman of the Board | Oct 2019–Oct 2023 | Oversight of data center operator |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 550,000 | 577,500 | 577,500 |
| Non-Equity Incentive ($) | 960,142 | 521,648 | 535,249 |
| Stock Awards ($) | 1,724,195 | 2,704,500 | 1,778,000 |
| All Other Compensation ($) | 21,491 | 22,366 | 22,891 |
| Total ($) | 3,255,828 | 3,826,014 | 2,913,640 |
Additional parameters for FY2024:
- Base salary: $577,500
- Target bonus: 100% of salary ($577,500)
- Actual bonus payout: 92.7% of target ($535,249)
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Senior Bonus Plan (FY2024) | Revenue | 50% | $148.4M | $141.9M | Pro-rata if ≥85%; overall plan funded 92.7% | Cash (annual) |
| Senior Bonus Plan (FY2024) | Adjusted EBITDA & Margin | 50% | EBITDA ≥ $34.455M and Margin ≥ 24% (after plan payout) | EBITDA $35.3M; Margin 25% (after payout) | Fully earned if both thresholds met; overall plan funded 92.7% | Cash (annual) |
| Long-Term PSUs (2024 grant) | Bookings | 100% of PSU component | $153.3M | $140.6M | 79.3% achievement | Earned PSUs vest 1/3 on 1st, 2nd, 3rd anniversaries of grant/certification |
2024 grant specifics (Zeile):
- Grant date: Jan 26, 2024
- Restricted stock: 350,000 shares; vests one-third annually over 3 years
- PSUs granted: 350,000; earned at 79.3% → 277,484 PSUs
- Annual bonus funded at 92.7% across NEOs
Stock vested during 2024:
- Shares vested: 542,010; value realized: $1,335,128 (gross)
Clawback: DHI adopted an Exchange Act Rule 10D-1 compliant clawback policy effective Oct 2, 2023; legacy clawback applies pre-10/2/2023 awards .
Equity Ownership & Alignment
| Holder | Shares of Common Stock | Unvested Restricted Stock | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Art Zeile | 2,728,121 | 558,334 | 3,286,455 | 6.8% (based on 48,275,693 shares outstanding) |
Unvested awards outstanding as of Dec 31, 2024 (market value uses $1.77/share):
| Grant Type | Grant Date | Unvested Units | Market Value ($) |
|---|---|---|---|
| Restricted Stock | 1/25/2022 | 44,500 | 78,765 |
| Restricted Stock | 2/3/2023 | 150,000 | 265,500 |
| Restricted Stock | 1/26/2024 | 350,000 | 619,500 |
| Earned PSUs | 1/25/2022 | 122,628 | 217,052 |
| Earned PSUs | 2/3/2023 | 99,764 | 176,582 |
| Earned PSUs | 1/26/2024 | 277,550 | 491,264 |
Ownership guidelines:
- CEO must hold ≥3.0x base salary; directors ≥3.0x retainer; all are compliant or within phase-in .
Hedging/pledging:
- Company prohibits hedging and purchasing on margin, short sales, or derivatives by directors/officers/employees or related parties .
Employment Terms
| Scenario | Cash Severance | Medical/Dental (COBRA) | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination without cause or for good reason (no CoC) | $577,500 | $14,084 | Restricted stock: $963,765; PSUs governed by award terms | $1,555,349 |
| Termination within 12 months post Change-of-Control | $1,155,000 (base + target bonus) | $14,084 | Restricted stock: $963,765; earned CIC PSUs: $884,824 | $3,017,673 |
Key contract provisions:
- Non-compete and non-solicit: 12 months post-termination .
- COBRA reimbursement for 12 months upon qualifying termination .
- Change-of-control PSU treatment: prorated “earned CIC PSUs” convert and vest service-based monthly to 3rd anniversary; full acceleration if terminated within 12 months post-CoC .
Board Governance
- Zeile is a Class I director (term expiring 2026), not independent; no committee memberships .
- Board structure: independent Chair (Brian “Skip” Schipper), 7 of 8 directors independent; independent standing committees; regular executive sessions of independent directors .
- Meetings: Board met 11 times in 2024; all directors attended ≥75% of meetings; Audit Committee met 8x; HCC Committee 5x; N&CG Committee 2x .
- Director compensation: employee-directors (including Zeile) receive no additional director pay .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($M) | 151.9 | 141.9 |
| Net Income ($M) | 3.5 | 0.3 |
| Adj. EBITDA ($M) | 36.3 | 35.3 |
| Adj. EBITDA Margin (%) | 24% | 25% |
Other disclosures:
- 2024 renewal rates: ClearanceJobs 95%, Dice 78%; retention rates 111% (CJ), 98% (Dice); leverage ratio 0.9x Adjusted EBITDA; year-end cash $3.7M; total debt $32M .
- Say-on-Pay approval ~80% in 2024 .
Recent strategic/operating context (2025 YTD):
- Q3 2025: revenue $32.1M (-9% YoY); Adjusted EBITDA margin 32%; Dice margin expanded; impairment of Dice trade name; new $5M share repurchase authorized Nov 2025 .
- Zeile commentary: rising AI-related postings (>50% of postings involved AI projects by Oct 2025); CJ positioned at intersection of defense/security/tech; evaluating adjacencies including ATS acquisition (AgileATS) .
Compensation Structure Analysis
- Mix: For CEO, ~79% variable in 2024; emphasis on PSUs tied to Bookings and restricted stock with 3-year vesting (pay-for-performance retention) .
- Metrics: Annual plan uses revenue and Adjusted EBITDA/Margin with explicit thresholds and caps; 2024 paid at 92.7% of target (despite revenue decline) due to margin delivery .
- Equity: No options granted in recent years; awards are restricted stock and PSUs; repricing prohibited; robust clawback policies enacted .
- Peer benchmarking: Detailed peer group; program reviewed with independent consultant (Compensia) .
- Share ownership: CEO beneficial ownership of ~6.8% aligns incentives; hedging/margin transactions prohibited .
Director Compensation (for context; Zeile receives none)
| Name | Cash Fees FY2024 ($) | Stock Awards FY2024 ($) | Total ($) |
|---|---|---|---|
| Non-employee directors (sample) | 46,250–81,250 | 110,000 | 156,250–191,250 |
Program overview: service fee $40,000; chair and committee fees; annual restricted stock grant (44,177 shares) vesting in 12 months .
Investment Implications
- Alignment: Zeile’s high equity ownership (6.8%), ownership guidelines, and prohibition on hedging/margin support alignment; PSUs tied to Bookings give leverage to top-line growth resumption .
- Retention/Severance: Standard non-compete/non-solicit; CoC terms include 1x salary+target bonus and full equity acceleration, potentially incentivizing support for value-creating transactions but also increasing event-driven dilution risk .
- Performance signals: Bonuses funded near target on margin delivery despite revenue decline; PSUs at 79.3% suggest moderated long-term payout; large annual vesting volumes (542K shares vested in 2024) can create technical selling pressure around vest dates .
- Governance: Independent chair reduces dual-role concerns; say-on-pay ~80% indicates acceptable shareholder support; Section 382 rights plan adopted (Jan 2025) to preserve $108.7M capital loss carryforwards—reduces change-in-control probabilities at low ownership thresholds (4.99%) and may affect stock liquidity/technical setup .
- Tactical: Company-authorized buybacks in 2025 ($5M program) and margin expansion at Dice amid AI-driven postings may support near-term share price, but bookings softness and brand-specific impairments highlight execution risk .