Jim Friedlich
DHI GROUPAbout Jim Friedlich
Independent director since 2015; age 68. Currently CEO and Executive Director of The Lenfest Institute of Journalism (since September 2016). Prior roles include co‑founder/CEO of Empirical Media Advisors (2011–2014), general partner/co‑founder at ZelnickMedia/ZMC (2001–2011), and senior executive positions at Dow Jones/The Wall Street Journal. Education: MBA, Stanford Graduate School of Business; B.A., Wesleyan University; attended Dartmouth College. Focus areas: digital media, private equity, international sales/marketing, and board‑level governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Lenfest Institute of Journalism | CEO & Executive Director | 2016–present | Leads innovation in journalism; operating CEO experience |
| Empirical Media Advisors | Co‑founder & CEO | 2011–2014 | Led media consulting; digital transformation expertise |
| ZelnickMedia (now ZMC) | General Partner & Co‑founder | 2001–2011 | Private equity turnarounds/restructurings; investment discipline |
| Dow Jones & Company / The Wall Street Journal | VP Business Development – Digital Publishing; VP International Sales/Marketing/BD | Not disclosed | Global commercial execution in digital/media |
External Roles
| Organization | Role | Status |
|---|---|---|
| The Lenfest Institute of Journalism | CEO & Executive Director | Operating leader; non‑public/non‑profit focus |
Board Governance
- Independence: Independent under NYSE rules .
- Board leadership: Independent Chairperson of the Board; CEO and Chair roles separated since 2019 .
- DHX committees: Member, Human Capital & Compensation; Member, Nominating & Corporate Governance .
- Committee chairs: Compensation chaired by David Windley; Nominating & Corporate Governance chaired by Brian “Skip” Schipper .
- Meetings/attendance: Board met 11 times in 2024; each director attended at least 75% of applicable meetings. Compensation Committee held 5 meetings; Nominating & Corporate Governance held 2; executive sessions of non‑management directors occur as needed .
- ESG oversight: Board oversight of ESG initiatives part of governance practices .
Fixed Compensation
| Year | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 46,250 | 110,000 | 156,250 |
Director compensation program terms (2024 adjustments and structure):
- Cash service fee increased to $40,000 effective April 2024; committee member fees: Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $2,500; Chair premiums: Board $35,000, Audit $20,000, Compensation $10,000, Nominating & Corporate Governance $7,500 .
- Annual director equity: target $110,000 in restricted stock (44,177 shares), granted May 2024; vests in full after 12 months, subject to service .
Performance Compensation
Director equity is time‑based (restricted stock) without performance conditions . As a Compensation Committee member, Friedlich helps oversee performance‑linked executive pay using the metrics below.
2024 Senior Bonus Plan (company‑level metrics):
| Metric | Actual | Target | Result |
|---|---|---|---|
| Revenue (USD mm) | $141.9 | $148.4 | Contributed to 92.7% total plan funding |
| Adjusted EBITDA Margin | 25% | 24% | Contributed to 92.7% total plan funding |
| Plan funded amount | $2.7 mm | — | 92.7% of target |
2024 PSUs (executive LTIP metric):
| Metric | Actual | Target | Achievement |
|---|---|---|---|
| Bookings (USD mm) | $140.6 | $153.3 | 79.3% PSU performance |
Say‑on‑Pay outcome:
- 2024 advisory vote approval ~80%; committee retained program design with pay‑for‑performance emphasis .
Compensation governance features:
- Independent consultant (Compensia); no services to management; no identified conflicts .
- Clawbacks under SEC Rule 10D‑1; legacy clawback for pre‑Oct 2023 awards .
- No repricing; no evergreen provisions; no new excise tax gross‑ups; hedging and pledging prohibited .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public board interlocks disclosed for Friedlich |
Expertise & Qualifications
- Digital media and private equity operator/investor; global commercial experience (Dow Jones/WSJ) .
- Governance experience via Compensation and Nominating & Corporate Governance committee service .
- Education: MBA (Stanford GSB); BA (Wesleyan); attended Dartmouth College .
- Board matrix attributes associated with Friedlich’s profile include CEO experience, investment, marketing, people/compensation, governance/risk/compliance, scaling a business .
Equity Ownership
| Holder | Shares Owned | Unvested Restricted Stock | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jim Friedlich | 295,896 | 44,177 | 340,073 | * (1% or less) |
Stock ownership guidelines:
- Directors: 3× annual retainer; all officers/directors compliant or within phase‑in period .
Policies enhancing alignment:
- Securities Trading Policy prohibits hedging/pledging and short‑term/speculative transactions .
Governance Assessment
- Independence and committee influence: Friedlich is an independent director on two fully independent standing committees (Compensation; Nominating & Corporate Governance), positioning him to materially influence pay practices, board refreshment, and governance policy .
- Attendance/engagement: Board met 11 times in 2024; all directors met the ≥75% attendance threshold; Compensation Committee met 5 times; Nominating & Corporate Governance met 2 times—indicative of active committee oversight cadence .
- Pay‑for‑performance oversight: Executives’ bonuses and PSUs are tied to revenue, Adjusted EBITDA/Margin, and Bookings; 2024 payouts at 92.7% and PSUs at 79.3% reflect disciplined target‑setting and outcome alignment .
- Shareholder feedback: 2024 say‑on‑pay support (~80%) suggests investor acceptance of the program; the committee maintained design continuity while retaining robust governance features (clawbacks, anti‑hedging, no repricing/gross‑ups) .
- Conflicts/related‑party exposure: No related person transactions >$120,000 since Jan 1, 2024; formal Related Person Transaction Policy under Audit Committee oversight further mitigates conflict risk .
- Alignment and incentives: Director compensation mix includes a meaningful equity component via restricted stock (annual target $110,000; 44,177 shares) with 12‑month vesting, plus stock ownership guidelines at 3× retainer, supporting “skin‑in‑the‑game” .
- Board structure: Independent Chair and use of executive sessions strengthen oversight of management and governance processes .
- Notable board action: Section 382 Rights Plan on agenda for stockholder approval (adopted by Board Jan 28, 2025), relevant for NOL preservation; investors may assess this within broader shareholder rights considerations .
RED FLAGS
- None disclosed specific to Friedlich: no pledging/hedging permitted; no related‑party transactions; attendance threshold met .