Elizabeth Salomon
DHI GROUPAbout Elizabeth Salomon
Elizabeth Salomon, 61, is an independent Class I director of DHI Group, Inc. (DHX) and Chair of the Audit Committee; she has served on the Board since December 2020, with her current term expiring at the 2026 annual meeting . The Board has determined she is independent under NYSE rules and meets the Board’s categorical independence standards . She brings deep finance and audit expertise, including CFO roles at multiple software/data companies, is a licensed CPA, and holds a bachelor’s degree from the University of Florida . Ms. Salomon also qualifies as an “audit committee financial expert” and leads a committee that met 8 times in 2024 and oversees financial reporting, internal controls, related-party policy, and cybersecurity on at least a quarterly basis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xactly Corporation | Chief Financial Officer | 2017–2022 | Led finance for a sales performance management SaaS company |
| Cherwell Software | Chief Financial Officer | 2015–2017 | Led during an aggressive growth phase |
| Marshall & Swift/Boeckh; Decision Insight Information Group | Chief Financial Officer | 2013–2014 | Guided through sale to CoreLogic |
| Ontario Systems (now Finvi) | Chief Financial Officer | 2009–2013 | Enterprise software; revenue recovery/ARM focus |
| Bank of America; ChoicePoint (Lexis/Nexis) | Finance and audit leadership roles | Not disclosed | Public and startup environments |
| EY | Senior Manager, Audit | Not disclosed | Public company audit background |
External Roles
| Organization | Type | Role | Committees/Chair | Notes |
|---|---|---|---|---|
| Litera | Private (legal tech) | Director | Audit Committee member | Tech solutions for legal, corporate, life sciences |
| Sovos | Private (tax/compliance) | Director | Audit Committee Chair | Global tax and trust solutions provider |
| Hg Capital portfolio | Private equity | Advisor | N/A | Advisor to Hg’s portfolio companies |
| Downtown Denver Partnership | Non-profit | Board member | N/A | Civic/economic development organization |
Board Governance
- DHX Board independence and structure: 7 of 8 directors are independent; independent Board Chair; fully independent standing committees; regular executive sessions of independent directors .
- Independence and tenure: Salomon is independent; Director since 2020; Class I; term expires 2026 .
- Committee leadership: Audit Committee Chair; committee members are all “audit committee financial experts” under SEC/NYSE rules .
- Audit Committee scope and cadence: 8 meetings in 2024; oversees auditor appointment, ICFR, financial reporting, related-party policy, and reviews the company’s cybersecurity program at least quarterly .
- Board engagement: Board met 11 times in 2024; all directors attended at least 75% of meetings during their service; five directors attended the 2024 annual meeting (attendance encouraged but not required) .
- Governance practices: Majority voting for directors, director/officer stock ownership policy, limit on outside directorships, annual Board/committee self-evaluations .
- Say-on-Pay context for oversight: 2024 advisory vote approved by ~80% of votes cast .
Fixed Compensation (Director)
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Annual cash retainer | $40,000 rate (effective April 2024) | The Board approved a $5,000 increase in the service fee from $35,000 to $40,000 effective April 2024 . |
| Audit Committee Chair fee | $20,000 | Committee chair cash fee . |
| Cash fees earned (Salomon) | $58,750 | Reflects pro-rated retainer (rate change in April) plus Audit Chair fee for 2024 . |
| Expense reimbursement | Policy in place | Reasonable out-of-pocket expenses reimbursed . |
Performance Compensation (Director Equity)
| Equity Type | Grant Date | Shares/Target | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (annual director grant) | May 2024 | 44,177 shares | $110,000 | Vests in full 12 months after issuance, subject to continued Board service . |
Notes: Non-employee directors receive annual restricted stock; no options were granted to directors per program description (equity is restricted stock) . As of 12/31/2024, each non-employee director held 44,177 unvested restricted shares .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Litera | Private | Director; Audit Committee member | No DHX related-party transactions disclosed >$120,000 since 1/1/2024 . |
| Sovos | Private | Director; Audit Committee Chair | No DHX related-party transactions disclosed >$120,000 since 1/1/2024 . |
| Hg Capital portfolio | Private equity | Advisor | Audit Committee reviews related-party policy/transactions; none disclosed for 2024 . |
Expertise & Qualifications
- Financial expertise and audit leadership; designated audit committee financial expert .
- Extensive CFO experience across software/data businesses, M&A execution (sale processes), scaling growth-stage companies .
- Licensed CPA; University of Florida undergraduate degree .
- Governance, risk, and compliance orientation via Audit Chair role (financial reporting, ICFR, cybersecurity oversight, related-party oversight) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares of Common Stock Beneficially Owned (direct + indirect) | 103,996 |
| Unvested Restricted Stock (director equity) | 44,177 |
| Total Beneficial Ownership (incl. unvested RS) | 148,173 |
| % of Shares Outstanding | <1% (asterisk denoted in table) |
- Director/Officer ownership guidelines: Directors must hold Company stock equal to 3.0x annual retainer; all officers and directors are in compliance or within phase-in .
- Hedging/pledging: Prohibited (no margin, short sales, derivatives; no pledging) .
- Related-party transactions: None exceeding $120,000 since January 1, 2024; Audit Committee administers a formal related-person transaction policy .
Governance Assessment
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Strengths supporting investor confidence
- Independent Audit Committee Chair with CFO pedigree; committee met 8x in 2024 and oversees quarterly cybersecurity reviews—a positive for financial reporting quality and risk oversight .
- Clear independence, strong Board governance practices (independent Chair, majority-independent Board, stock ownership policy, majority voting, executive sessions) .
- Ownership alignment via stock ownership guidelines; director equity delivered as stock with 12-month vest, promoting alignment and near-term retention .
- No related-party transactions disclosed; formal policy and AC oversight reduce conflict risk .
- Say-on-Pay support (~80% in 2024) indicates acceptable shareholder sentiment toward compensation governance .
-
Items to watch (not necessarily red flags)
- Multiple external roles (Litera, Sovos, Hg advisor) are private-company oriented; DHX has a limit on outside directorships, and all directors met attendance expectations (≥75%), mitigating overboarding risk, but continued monitoring of workload remains prudent .
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Red flags identified: None disclosed (no attendance shortfall, no related-party transactions, no hedging/pledging, no option repricing; fully independent committees) .