Greg Schippers
DHI GROUPAbout Greg Schippers
Greg Schippers is Chief Financial Officer of DHI Group (appointed January 28, 2025) after serving as Interim CFO from November 15, 2024; he joined DHI in 2014 as Vice President of Finance and Controller . He holds a BBA in Accounting from the University of Iowa and previously held finance leadership roles at Jacobson Companies (2004–2014) and was at Deloitte (1994–2004) . Company performance context: in 2024 revenue declined to $141.9M (down 7% YoY) while Adjusted EBITDA Margin improved to 25% (vs 24% in 2023) and Adjusted EBITDA was $35.3M (vs $36.3M in 2023) . Over the five-year period the company’s TSR declined 41% (peers +77%), with CAP-NEO up ~130% in 2024 driven by lower stock awards, reinforcing the emphasis on bookings- and profitability-linked incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DHI Group | Chief Financial Officer | 2025–present | Overall responsibility for FP&A, accounting, reporting, IR, treasury, internal audit, tax . |
| DHI Group | Interim Chief Financial Officer | 2024–2025 | Transition leadership of finance organization . |
| DHI Group | VP Finance & Controller | 2014–2024 | Senior finance leadership at DHI . |
| Jacobson Companies | Financial leadership roles | 2004–2014 | Roles of increasing responsibility in finance . |
| Deloitte | Roles in public accounting/consulting | 1994–2004 | Early career foundation in accounting/audit/advisory . |
Fixed Compensation
| Year | Role | Base Salary ($) | Target Bonus % | Target Bonus ($) |
|---|---|---|---|---|
| 2024 | Interim CFO | 285,310 | 30% | 85,593 |
| 2025 | CFO | 320,000 | 50% | 160,000 |
Performance Compensation
Annual Bonus (Senior Bonus Plan) – Design and 2024 Outcome
- Metrics: Revenue and Adjusted EBITDA/Margin; revenue pays 50% at 85% of target on a pro-rata curve to 100% at target; EBITDA pays in full only if EBITDA Margin ≥24% and Adjusted EBITDA ≥$34.455M (after bonus) .
- 2024 Funding: Revenue $141.9M vs $148.4M target; Adjusted EBITDA Margin 25% vs 24% target; Plan funded at 92.7% .
- Schippers 2024 payout: 92.7% of target = $79,331; he also received $22,500 in spot bonuses in 2024 .
| Metric | Target | Actual | Payout Factor |
|---|---|---|---|
| Revenue ($M) | 148.4 | 141.9 | Pro-rata (contributes to 92.7% blended) |
| Adj. EBITDA Margin | 24% | 25% | 100% on EBITDA component if both margin and EBITDA threshold met |
| Plan Funded % | — | — | 92.7% |
| Executive | Base Salary ($) | Target Bonus % | Target ($) | Actual % of Target | Actual Bonus ($) |
|---|---|---|---|---|---|
| Greg Schippers (2024) | 285,310 | 30% | 85,593 | 92.7% | 79,331 |
Long-Term Equity (LTIP) – 2024 Grants and PSU Achievement
- Mix and target: 2024 LTIP target value $105,000; mix 57% restricted stock / 43% PSUs (not 50/50 because he was not an NEO at grant) .
- Grants on Jan 26, 2024: 20,000 RS; 15,000 PSUs (at target) .
- PSU metric: 2024 Bookings vs target; 50% payout at 80% of target; pro-rata to 100% at target; 8.3% step-up per 1% overachievement to 200% max; 2024 achievement 79.3% (under threshold) → earned 11,892 PSUs .
- Vesting: Earned PSUs and RS vest one-third annually over three years, subject to continued employment; PSUs vest after performance certification .
| LTIP Component (2024) | Grant Date | Quantity (#) | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | 1/26/2024 | 20,000 | 1/3 annually over 3 years | Time-based |
| PSUs (at target) | 1/26/2024 | 15,000 | Earned units vest 1/3 annually after certification | Metric: 2024 Bookings; 79.3% achieved → 11,892 earned |
Equity Ownership & Alignment
Beneficial Ownership (as of April 1, 2025)
| Holder | Common Shares | Unvested Restricted Stock | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Greg Schippers | 141,841 | 52,501 | 194,342 | 1% or less (based on 48,275,693 shares o/s) |
- Outstanding equity awards at 12/31/2024 (no options outstanding for any NEO) .
| Award Type | Grant Date | Not Vested (#) | Market Value ($) at $1.77 |
|---|---|---|---|
| Restricted Stock | 1/25/2022 | 4,167 | 7,376 |
| Restricted Stock | 1/24/2023 | 8,334 | 14,751 |
| Restricted Stock | 1/26/2024 | 20,000 | 35,400 |
| Earned PSUs | 1/25/2022 | 4,599 | 8,140 |
| Earned PSUs | 1/24/2023 | 3,326 | 5,887 |
| Earned PSUs | 1/26/2024 | 11,895 | 21,054 |
- Vested during 2024: 27,930 shares; value realized $71,235 (gross) .
- Ownership guidelines: other executive officers must hold 1.0x base salary in stock within 5 years; all officers are in compliance or within the phase-in period .
- Hedging/pledging: Company prohibits hedging and speculative transactions, including short sales, derivatives, and buying on margin; reflects “Hedging Transactions” and “Employee Hedging or Pledging” policies .
- Options: none outstanding for NEOs (no option overhang) .
Employment Terms
Current CFO Employment Agreement (effective Jan 28, 2025)
| Term | Detail |
|---|---|
| Base salary | $320,000 |
| Target bonus | 50% of base under Senior Bonus Plan |
| Severance (no CIC, termination without cause) | Lump-sum 9 months base; unpaid prior-year bonus based on actual performance; subject to release |
| CIC severance (within 1 year post-CIC; without cause or for good reason) | Lump-sum 100% base + current target bonus (or prior-year actual if higher); unpaid prior-year bonus; 100% acceleration of unvested equity (performance awards per governing docs) |
| COBRA | Reimbursement of COBRA premium above active employee rate for up to 12 months, after-tax, subject to conditions |
| Covenants | Non-compete and non-solicit during employment and 12 months thereafter |
| At-will; supersedes prior agreement | At-will employment; agreement supersedes 2014 agreement |
Prior Terms (pre-CFO, 2024)
- If terminated without cause (2024): severance equal to 6 months of then-current base salary .
- Estimated termination and CIC payments as of 12/31/2024 (no CIC equity acceleration for Schippers at year-end): total $142,655 in both termination and CIC tables reflects 6 months base construct pre-CFO .
Compensation Structure Analysis
- Pay mix shift: As CFO, target annual cash increases to $320k base with 50% bonus vs 2024 interim structure (30% bonus target), increasing at-risk cash exposure tied to revenue and Adjusted EBITDA performance .
- Equity design: RS/PSU combination, with PSUs tied to annual bookings; 2024 PSU achievement at 79.3% indicates below-target business performance translating to reduced PSU earnout (11,892 vs 15,000 target) .
- No options granted in recent years; equity awards are RS and PSUs, lowering option-related risk/repricing concerns .
- Clawback: NYSE Rule 10D-1-aligned incentive compensation recovery policy adopted Oct 2, 2023; legacy clawback applies pre-2023 .
Performance Compensation – Detailed Plan Mechanics
| Component | Metric | Threshold/Curve | Target | Actual | Payout/Result | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Revenue | 50% payout at 85% of target; pro-rata to 100% at target | $148.4M | $141.9M | Contributes to 92.7% overall funding | Cash (following year) |
| Annual Bonus (2024) | Adj. EBITDA + Margin | Full earn if Margin ≥24% and EBITDA ≥$34.455M (after payout) | 24% margin; $34.455M | 25% margin | Contributes to 92.7% overall funding | Cash (following year) |
| PSU (2024 grant) | Bookings | 50% at 80% of target; pro-rata to 100%; 8.3%/1% over target to 200% cap | $153.3M | $140.6M (79.3%) | 11,892 earned units | 1/3 annually post-certification |
Risk Indicators & Red Flags
- Hedging/margin transactions prohibited; reduces misalignment risk from derivatives or short-term speculation .
- No option repricing allowed under equity plans; mitigates shareholder-unfriendly practices .
- Ownership guidelines in place; executives in compliance or phase-in window .
- No related-party transactions disclosed involving Schippers in 8-K appointment item; no Item 404(a) transactions .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay received ~99% approval, supporting compensation framework continuity into 2024 .
- Ongoing stockholder engagement and use of independent consultant (Compensia) highlighted .
Investment Implications
- Incentive alignment: CFO bonus tied to revenue and EBITDA thresholds, with FY24 paying at 92.7% despite revenue under-target, supported by margin outperformance—signals disciplined cost control but dependence on growth reacceleration for maximum payouts .
- Equity earnout sensitivity: PSUs tied to annual bookings (79.3% in 2024), directly linking equity value to commercial execution; sustained bookings growth is the key lever for outsized equity realization .
- Insider selling pressure: Multi-year ratable vesting on RS and earned PSUs creates predictable liquidity windows; 27,930 shares vested in 2024, suggesting periodic but modest supply given total beneficial holdings of 194,342 and <1% ownership .
- Retention risk mitigants: Post-appointment severance upgraded to 9 months base (from 6 months pre-CFO) and double-trigger CIC economics with full equity acceleration; 12-month non-compete/non-solicit and ownership guidelines further anchor alignment and stability .
- Governance safeguards: Hedging/margin prohibitions, clawback, no option repricing, and high say-on-pay support reduce governance risk and potential compensation backlash .
Citations: All data points sourced directly from DHI Group’s 2025 and 2024 DEF 14A proxy statements and 8-K filings as referenced inline.