Brian Schipper

About Brian “Skip” Schipper

Independent Chairperson of the Board at DHI Group, Inc. since May 2019 and director since February 2014; age 64. He is EVP & Chief People Officer at Yext, Inc. (since May 2016), and previously led HR at Twitter (Jan 2014–Mar 2016), with earlier CHRO and senior HR roles at Groupon (2011–2014), Cisco (2006–2011), and executive HR/administrative roles at Microsoft, DoubleClick, PepsiCo, Compaq, and Harris. He holds an MBA from Michigan State University and a B.A. from Hope College. The proxy highlights his human resources expertise, knowledge of DHI’s core customer product, and service on other public boards (Chair of Compensation Committee at 1stdibs.com, Inc.) as core credentials.

Past Roles

External Roles

Board Governance

• Independence: The Board has determined Mr. Schipper is independent under NYSE rules and the Company’s categorical standards. He serves as Independent Chairperson; the Board believes independent chair structure enhances oversight and allows the CEO to focus on operations. Executive sessions of non-management directors are held as necessary.
• Attendance: In 2024, the Board met 11 times; each director attended at least 75% of the aggregate Board and committee meetings during their service; five directors attended the 2024 Annual Meeting.
• Committees and chair roles:
  • Nominating & Corporate Governance Committee (N&CG): Chair (members: Schipper, Friedlich, Swann); 2 meetings in 2024. Responsibilities include governance guidelines, director qualifications/search, board/management evaluations, CEO/key succession, and diversity policy assessment. Charter available on investor site.
  • Human Capital & Compensation Committee (HCCC): Members Windley (Chair), Friedlich, Swann; 5 meetings in 2024. Evaluates executive and director compensation; retains independent consultant (Compensia). Mr. Schipper is not a member—mitigating compensation interlock risk.
  • Audit Committee: Members Salomon (Chair), Carnecchia, Massaquoi; 8 meetings in 2024. Oversight includes financial reporting, auditor independence, internal controls, cybersecurity, related party policy administration.

Fixed Compensation (Non‑Employee Director – FY2024)

Director fee schedule (effective April 2024; cash paid quarterly, equity annually as restricted stock):

• Annual Board retainer: $40,000; Board Chair additional $35,000; Committee Chair fees: Audit $20,000; HCCC $10,000; N&CG $7,500; Committee member fees: Audit $7,500; HCCC $5,000; N&CG $2,500. Annual equity target: $110,000 in restricted stock (44,177 shares granted May 2024), vesting in full 12 months after issuance, subject to continuous service.

Performance Compensation

• Directors receive time-based restricted stock; the proxy does not disclose any performance-vested equity, options, or performance metrics for director pay in 2024. The 2024 director equity grant (44,177 shares; target $110,000) vests after 12 months of service; actual grant-date fair value per ASC 718 is used for reporting.
• Governance controls: No option repricing without stockholder approval; no evergreen provisions in equity plans; clawback policies apply to executive incentive compensation (Rule 10D‑1) but not specified for directors.

Other Directorships & Interlocks

• Related‑party and conflicts: The Company reports no related person transactions >$120,000 since Jan 1, 2024; independence confirmed after review of relationships not requiring Item 404(a) disclosure.

Expertise & Qualifications

• Human capital/compensation expert with experience scaling businesses and governance oversight (as emphasized in DHX board capability matrix and biography).
• Deep HR leadership across large-cap tech and high-growth internet companies (Cisco, Twitter, Groupon, Microsoft), and active public company board experience (1stdibs).

Equity Ownership

As of April 1, 2025 (48,275,693 shares outstanding):

Policy notes:

• Stock ownership guidelines apply to directors and executive officers (policy exists; individual compliance status not disclosed).
• Hedging prohibited for directors, officers, and employees, including margin purchases, short sales, and derivatives (collars, swaps, exchange funds).

Governance Assessment

• Strengths for investor confidence

  • Independent Chair since 2019; Board affirms this structure enhances oversight and prioritizes independent director engagement.
  • Chair of N&CG with defined succession and governance oversight remit; committee met during 2024; charters publicly available.
  • Director compensation set by independent HCCC with outside consultant (Compensia); Mr. Schipper is not on HCCC—reducing compensation-setting conflicts.
  • No related‑party transactions; independence reaffirmed under NYSE and company standards.
  • Anti‑hedging policy and stock ownership guidelines align director incentives with long‑term shareholders.

• Watch items

  • Time commitments: Concurrent executive role at Yext and external public board service; however, the proxy reports each director met at least 75% attendance in 2024 (no per‑director figures provided).
  • Director equity is time‑based RS (12‑month cliff), not performance‑conditioned—standard market practice but provides less direct pay-for-performance linkage than PSUs; there were no option grants disclosed for directors in 2024.

• Red flags

  • None identified in the latest proxy regarding attendance shortfalls, related‑party transactions, option repricings, or hedging/pledging; hedging is prohibited by policy, and the company states no related‑party transactions above the disclosure threshold.