David Windley
DHI GROUPAbout David Windley
David Windley (age 62) is an independent director of DHI Group, Inc. (NYSE: DHX) since February 2019 and currently chairs the Human Capital and Compensation Committee. He is Executive Chairman of HootRecruit and formerly served as CEO/President of IQTalent Partners, with prior senior HR leadership roles at Yahoo!, Fusion-io, Microsoft, Intuit, and Silicon Graphics. He holds an MBA from San Francisco State University and a BS from San Diego State University. He is independent under NYSE rules and DHX’s categorical standards, and is considered to bring deep people/compensation expertise and governance experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IQTalent Partners | CEO & President; President (earlier) | 2014–2018 (President); 2018–Oct 2023 (CEO/President) | Led talent acquisition services; executive leadership experience |
| Fusion-io, Inc. | EVP, Chief Human Resources Officer | Oct 2013–Aug 2014 | HR leadership in computer hardware/software systems |
| Yahoo! Inc. | EVP, Chief Human Resources Officer | Dec 2006–Sep 2012 | HR leadership in large internet services firm |
| Microsoft Corporation | General Manager, Human Resources | Dec 2003–Dec 2006 | HR leadership in global technology and software |
| Intuit Inc. | VP Human Resources, Business Units | Dec 2001–Dec 2003 | HR leadership in financial software |
| Silicon Graphics, Inc. | Various roles culminating VP, Human Resources | 1991–2001 | Built HR capabilities in high-performance computing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HootRecruit (formerly IQRecruit) | Executive Chairman | Since Mar 2023 | Platform automating candidate sourcing; executive leadership |
| Tennant Company (public) | Director; Chair of Compensation Committee | Current | Compensation leadership; public company governance |
| AARP | Board member | Since 2022 | Non-profit governance; stakeholder engagement |
| PowerToFly | Board member | Since 2023 | Workforce platform governance |
| Society for Human Resource Management (SHRM) | Past Board Chair | Historical | Leadership in largest HR professional org |
Board Governance
- Committee assignments: Chair, Human Capital and Compensation Committee; not a member of Audit or Nominating & Corporate Governance (N&CG) .
- Independence: Board determined Windley (and 7 of 8 directors total) are independent under NYSE rules and DHX standards .
- Attendance and engagement: Board met 11 times in 2024; each director attended at least 75% of Board/committee meetings during their service; five directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit—8 meetings; N&CG—2 meetings; Human Capital & Compensation—5 meetings .
- Board leadership: Independent chairperson (Brian “Skip” Schipper); regular executive sessions of non-management directors .
Fixed Compensation
| Component | Amount/Structure | Vesting/Timing | Notes |
|---|---|---|---|
| Cash fees paid (2024) | $48,750 | Quarterly in arrears | Actual cash compensation to Windley |
| Annual service fee (standard) | $40,000 | Effective Apr 2024 | Board approved +$5,000 increase effective April 2024 |
| Committee chair fee (CC) | $10,000 | Annual | Human Capital & Compensation Committee chair |
| Equity grant (2024 target) | $110,000 (restricted stock) | Vests in full ~12 months after issuance | Granted May 2024; standard non-employee director grant |
| Shares granted (2024) | 44,177 shares (RS) | 12-month vest, continuous service required | Standard for non-employee directors |
- 2024 mix signal: Cash was $48,750 vs equity $110,000 (approx. 31% cash/69% equity), aligning director pay with stockholder experience via equity exposure .
Performance Compensation
Directors at DHX receive time-based restricted stock; no director PSUs/options or performance-conditioned equity disclosed for directors. As Compensation Chair, Windley oversees executive performance pay design and outcomes.
| Performance Program | Metric | Target | Actual | Outcome |
|---|---|---|---|---|
| Senior Bonus Plan (company-wide executives, 2024) | Revenue (50% funding) | $148.4M | $141.9M | Contributed to 92.7% plan funding |
| Senior Bonus Plan (company-wide executives, 2024) | Adjusted EBITDA & Adjusted EBITDA Margin (50% funding) | $34.455M; 24% | $35.3M; 25% | Fully earned portion; plan funded 92.7% |
| PSUs (2024 grant) | Bookings | $153.3M | $140.6M | 79.3% achievement; PSU earn-outs certified accordingly |
- Compensation consultant: Compensia serves as independent advisor to the committee; independence affirmed; no conflicts identified .
- Program guardrails: Clawbacks adopted per SEC Rule 10D-1 and NYSE standards; prior clawback remains for pre-Oct 2, 2023 awards; no options granted to NEOs in recent years; no repricing allowed; hedging/pledging prohibited .
Other Directorships & Interlocks
| Company | Market | Role | Committee Interlocks/Notes |
|---|---|---|---|
| Tennant Company | Public | Director; Compensation Committee Chair | Potential information flow via compensation leadership; monitor consultant overlaps (DHX uses Compensia) |
| AARP | Non-profit | Director | No commercial conflict disclosed |
| PowerToFly | Private/platform | Director | No DHX related-party transactions disclosed |
- DHX governance snapshot includes limit on outside directorships; fully independent standing committees .
Expertise & Qualifications
- People & Compensation expertise; CEO experience; human capital management; governance, risk & compliance capabilities .
- Education: MBA (San Francisco State University); BS (San Diego State University) .
- Industry exposure: Technology infrastructure, scaling businesses, investment acumen; board committee leadership .
Equity Ownership
| Holder | Common Shares Owned | Unvested Restricted Stock | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| David Windley | 170,966 | 44,177 | 215,143 | <1% |
- Ownership guidelines: Directors required to hold 3.0x annual retainer; all officers/directors are compliant or within phase-in period .
- Pledging/hedging: Prohibited by DHX Securities Trading Policy .
- Related-party transactions: None over $120,000 involving directors/officers since Jan 1, 2024 .
Governance Assessment
- Strengths: Independent director; chairs a fully independent compensation committee with clear metrics (Revenue, Adjusted EBITDA/Margin, Bookings); uses an independent consultant (Compensia) and robust clawback/anti-hedging policies—supports pay-for-performance discipline and investor alignment .
- Alignment signals: Director pay skews to equity ($110,000 RS vs $48,750 cash in 2024), and equity ownership guidelines enforced—enhances skin-in-the-game for board members .
- Shareholder feedback: 2024 say‑on‑pay approved by ~80% of votes; no program changes deemed necessary—indicates acceptable but monitorable support level .
- Potential watch items: Multiple external board roles (including Compensation Chair at Tennant) warrant monitoring for consultant/vendor overlaps, time commitment, and any cross-director interlocks; DHX CFO turnover in late 2024 with transition arrangements—no related-party or director conflict disclosed .
- Red flags observed: None disclosed regarding related-party transactions, pledging/hedging, option repricings, or tax gross-ups; committee independence and risk review processes documented .