Jack Connolly
DHI GROUPAbout Jack Connolly
E. Jack Connolly is Chief Legal Officer of DHI Group, Inc. (NYSE: DHX) effective January 28, 2025; he is 37 years old . He joined DHI in July 2018 and progressed from Corporate Attorney to Senior Corporate Attorney (Jan 2020–Jan 2022), Vice President of Legal (Jan 2022–May 2023), General Counsel (since May 2023), and now CLO . Connolly holds a B.A. in Political Science from the University of Iowa and a J.D. from Drake University Law School . DHX’s incentive programs emphasize revenue and Adjusted EBITDA/EBITDA margin; in 2024, revenue declined 7% to $141.9 million while Adjusted EBITDA margin increased to 25%, and the Senior Bonus Plan funded at 92.7% of target; the company’s five-year TSR declined 41% versus a 77% increase for the peer group, framing management’s pay-for-performance alignment context .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DHI Group, Inc. | Corporate Attorney | 2018–Jan 2020 | Early in-house counsel role supporting corporate matters . |
| DHI Group, Inc. | Senior Corporate Attorney | Jan 2020–Jan 2022 | Expanded responsibilities across corporate legal work . |
| DHI Group, Inc. | Vice President of Legal | Jan 2022–May 2023 | Led legal initiatives; positioned for GC role . |
| DHI Group, Inc. | General Counsel | May 2023–Jan 2025 | Managed legal affairs including IP, M&A, alliances, securities, litigation, employment law, and data privacy; supervised outside counsel . |
| DHI Group, Inc. | Chief Legal Officer | Jan 28, 2025–Present | Executive legal oversight; responsible for corporate governance and strategic legal inputs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Workiva, Inc. | Assistant General Counsel | 2012–2018 | Corporate legal support at a public software company; foundation for in-house leadership . |
Fixed Compensation
| Component | Value | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $300,000 | Jan 28, 2025 | Annual base; prorated for calendar year 2025 . |
| Target Bonus % | 40% of base | Jan 28, 2025 | Under Senior Bonus Plan; paid by March 15 following the year, subject to employment on payment date . |
| Benefits | Standard executive benefits; flexible annual leave; holidays; six sick days | Ongoing | Eligible under company plans; expense reimbursement per policy . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue (Annual cash bonus plan) | Not disclosed | $148.4 million | $141.9 million | Pro-rata earned if ≥85% of target; forms one component of bonus funding . | Cash bonus; annual . |
| Adjusted EBITDA and Margin (Annual cash bonus plan) | Not disclosed | EBITDA ≥ $34.455 million and Margin ≥ 24% (post-payout) | Adjusted EBITDA $35.3 million; Margin 25% (post-payout) | Fully earned for EBITDA/Margin component when thresholds met . | Cash bonus; annual . |
| Senior Bonus Plan – Total Funding | N/A | N/A | $2.7 million funded | 92.7% overall plan funded (includes NEOs and other senior management) . | N/A |
Notes:
- Company emphasizes pay-for-performance through revenue, Adjusted EBITDA, and Adjusted EBITDA Margin in annual incentives; LTIPs use restricted stock and PSUs for NEOs (Connolly’s specific LTIP awards not disclosed) .
Equity Ownership & Alignment
- Equity ownership guidelines: Other Executive Officers must hold stock equal to 1.0x base salary; five-year compliance window. All officers/directors are in compliance or within phase-in .
- Hedging/pledging prohibited: Directors, officers, employees, and related parties are barred from margin purchases, short sales, and derivatives; no employee hedging or pledging of company stock permitted .
- Section 16 status and filings: Effective January 28, 2025, Connolly became a Section 16 officer; he filed a Form 3 on February 6, 2025 .
- Beneficial ownership amounts: The 2025 proxy’s “Security Ownership” table covers directors and NEOs; Connolly was not an NEO for 2024 and is not individually listed there. Group holdings are shown for current directors, executive officers, and NEOs as a group, but Connolly’s personal share count is not disclosed in the proxy .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment status | At-will | CLO agreement supersedes prior 2018 agreement; DHI Group is Parent for certain addendum provisions . |
| Severance (non-CoC) | 9 months’ base salary, plus unpaid earned bonus | Lump-sum; bonus based on actual performance; subject to release . |
| Severance (CoC period) | 100% of then-current annual salary + target bonus (or prior year bonus if higher), plus unpaid earned bonus; 100% equity acceleration (if any) | Double-trigger during CoC period; performance awards per governing documents; subject to release . |
| COBRA | 12 months reimbursement (after-tax) | Ends earlier upon alternative coverage; employee must elect COBRA . |
| Non-compete | 12 months post-termination | Broad competitive services restriction; ≤2% passive public ownership exception . |
| Non-solicit | 12 months post-termination | Prohibits solicitation/employment of company employees . |
| Confidentiality/IP | Comprehensive confidentiality and inventions assignment | Inventions treated as work-for-hire; global protection; DTSA whistleblower carve-out . |
| Good Reason | Defined triggers and cure periods | Material diminution, salary reduction, reporting change, relocation >50 miles; notice/cure periods apply . |
| Law/Venue/Jury waiver | Colorado law; Denver courts; jury waiver | Mutual waivers and jurisdiction provisions . |
| 409A/280G | Compliance intent; specified employee delay; 280G cutback with better-net benefit | Structured to avoid adverse tax consequences; cutback ordering specified . |
Compensation-Related Policies and Governance
- Clawback: NYSE Rule 10D-1 compliant Incentive Compensation Recovery Policy effective Oct 2, 2023, plus legacy clawback policy for pre-10/2/23 awards .
- Equity grant approach: RSUs and PSUs used for NEO long-term incentives; no stock options granted in recent years; grants typically approved in Q1 .
- Compensation consultant: Compensia retained as independent advisor; targets set to drive operational execution .
- Say-on-pay: 2025 advisory vote approval of NEO compensation was 29,883,967 For, 4,972,721 Against, 2,920,599 Abstain (≈79% For excluding broker non-votes); 2024 say-on-pay support was ~80% .
- Related party transactions: None reportable since Jan 1, 2024; policy governs review by Audit Committee .
Performance Context
| Metric | FY 2023 | FY 2024 | Commentary |
|---|---|---|---|
| Revenue ($USD thousands) | $151,878 | $141,926 | Revenue declined 7% YoY in 2024 . |
| Net Income ($USD thousands) | $3,491 | $253 | Profitability compressed; margin ≈0% in 2024 . |
| Adjusted EBITDA ($USD thousands) | $36,254 | $35,313 | EBITDA held relatively stable; margin improved from 24% to 25% . |
| Pay vs Performance TSR (Value of $100) | 2020: 74; 2021: 207; 2022: 176; 2023: 86; 2024: 59 | N/A | Five-year TSR declined 41% vs peer +77% . |
Investment Implications
- Alignment and payout discipline: Annual incentives tied to revenue and Adjusted EBITDA/Margin with clear thresholds and plan-level funding at ~93% in 2024, suggesting moderate cyclical payout sensitivity and alignment with top-line and profitability .
- Retention and change-of-control: Severance is moderate (9 months base outside CoC) and becomes more protective in CoC (1x salary + target bonus plus full equity acceleration), but remains double-trigger—termination required—mitigating single-trigger windfalls while limiting retention risk in strategic scenarios .
- Governance safeguards: Robust clawback compliant with NYSE Rule 10D-1, strict prohibition on hedging/pledging, and ownership guidelines (1x salary for other executive officers) reduce misalignment and trading-risk signals; active investor oversight via say-on-pay (~79% approval in 2025) supports program stability .
- Execution risk backdrop: Company-level TSR underperformance over five years and recent revenue contraction highlight a performance turnaround imperative; legal leadership continuity since 2018 and Connolly’s expanded remit may aid risk management and strategic execution across M&A, alliances, data privacy, and corporate governance .