Joe Massaquoi
DHI GROUPAbout Joe Massaquoi
Independent director since July 2023; age 52. Background includes >25 years as CFO/strategic executive and investment banker, with 40+ domestic and cross‑border M&A transactions; BS in Physics (Morehouse College) and MBA (Harvard Business School). Experience spans H2 Clipper (CFO), Boom Technology (CFO), Initium Aerospace (CFO), Boeing executive roles, and prior finance roles at Credit Suisse and Deutsche Bank with consulting at Bain; currently Strategic Advisor at Traverse Meridian Group and on advisory council for Istari Digital, and a director at Red Rocks Credit Union .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DHI Group, Inc. (DHX) | Independent Director (Class II) | Jul 26, 2023–present; term expiring 2027 | Audit Committee; Human Capital & Compensation Committee |
| H2 Clipper, Inc. | Chief Financial Officer | Jul 2022–Jan 2024 | Clean hydrogen delivery; finance leadership |
| Boom Technology, Inc. | Chief Financial Officer | Oct 2020–Oct 2021 | Supersonic aircraft development; finance leadership |
| Initium Aerospace | Chief Financial Officer | Prior to 2012–2020 timeframe | Boeing‑seeded propulsion technology; finance leadership |
| The Boeing Company | Executive roles | Jan 2012–Oct 2020 | Corporate finance/operations |
| Credit Suisse; Deutsche Bank | Finance executive roles | Earlier career | Investment banking/finance |
| Bain & Company | Consultant | Earlier career | Strategy/operations |
| Lehman Brothers | Financial Analyst | Career start | Capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Traverse Meridian Group | Strategic Advisor (CFO services) | Current | Growth‑stage private companies |
| Istari Digital, Inc. | Advisory Council Member | Jan 2023–present | Advisory role |
| Red Rocks Credit Union | Director | Current | Board service |
| Vita Inclinata Technologies | Board of Advisors | As of Mar 15, 2024 | Advisory role (disclosed in 2024 proxy) |
The proxy biographies list these roles and do not disclose any current public company board directorships for Mr. Massaquoi .
Board Governance
- Independence: Determined independent under NYSE rules; meets Board’s categorical standards for independence .
- Committees: Audit Committee (member); Human Capital and Compensation Committee (member). Audit Committee chaired by Elizabeth Salomon; Human Capital and Compensation chaired by David Windley .
- Audit Committee Financial Expert: Board determined all Audit Committee members (including Massaquoi) qualify as “audit committee financial experts” under SEC/NYSE rules .
- Meetings/Attendance: Board met 11 times in FY2024; each director attended at least 75% of aggregate Board and committee meetings during service; Audit Committee met 8 times in 2024 .
- Board leadership: Independent chair (Brian “Skip” Schipper); CEO not chair; regular executive sessions of non‑management directors .
- Term/Classification: Class II director; term expiring 2027 .
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Joseph Massaquoi, Jr. | 46,250 | 110,000 | 156,250 |
Director Compensation Program (FY2024):
| Component | Amount/Terms |
|---|---|
| Annual Board service fee (non‑employee director) | $40,000 (effective Apr 2024) |
| Chairperson of the Board | $35,000 |
| Committee chair fees | Audit: $20,000; Human Capital & Compensation: $10,000; Nominating & Corporate Governance: $7,500 |
| Committee member fees | Audit: $7,500; Human Capital & Compensation: $5,000; Nominating & Corporate Governance: $2,500 |
| Equity (annual grant) | Target $110,000 in restricted stock |
Performance Compensation
Director equity grants are time‑based; no performance conditions disclosed for directors. 2024 grant details:
| Grant Date | Instrument | Shares | Grant Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| May 2024 | Restricted Stock | 44,177 | $110,000 | Vests in full 12 months after issuance, subject to continuous service | None disclosed |
Company prohibits option repricing without stockholder approval and has clawback policies for executives; these do not apply to director time‑based equity grants .
Other Directorships & Interlocks
| Organization | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Red Rocks Credit Union | Financial services (credit union) | Director | No DHX relationship disclosed |
| Istari Digital, Inc. | Private company | Advisory Council Member | No DHX relationship disclosed |
| Traverse Meridian Group | Private advisory | Strategic Advisor | No DHX relationship disclosed |
| Vita Inclinata Technologies | Private company | Board of Advisors | No DHX relationship disclosed |
Related‑party transactions are overseen by the Audit Committee per policy; no related‑party transactions involving Mr. Massaquoi are disclosed in the proxy .
Expertise & Qualifications
- Finance and investment: Extensive CFO and investment banking background; capital allocation expertise .
- Governance, risk and compliance: Board experience and oversight capabilities .
- Scaling a business/technology exposure: Leadership across aerospace/tech companies; strategic initiatives execution .
Equity Ownership
| Holder | Common Shares | Unvested Restricted Stock | Total Shares | % Outstanding |
|---|---|---|---|---|
| Joseph Massaquoi, Jr. | 25,046 | 44,177 | 69,223 | 1% or less (*) |
- As of Dec 31, 2024, held 44,177 unvested restricted shares; typical for directors under annual grant program .
- Stock ownership guidelines: Directors required to hold 3.0x annual retainer; all officers and directors are in compliance or within the phase‑in period .
- Hedging/margin/derivatives: Company prohibits hedging, short sales, and margin purchases for directors, officers and employees .
Governance Assessment
-
Strengths
- Independent director with Audit Committee financial expert designation; enhances financial oversight and controls .
- Active committee service (Audit; Human Capital & Compensation) and Board structure with independent chair improve board effectiveness .
- Clear director equity ownership guidelines and prohibition on hedging support alignment and risk control .
-
Potential Risk Indicators
- Ownership alignment is modest in absolute terms (69,223 total shares; <1% of outstanding), typical for non‑employee directors but lower than senior executives (e.g., CEO total 3,286,455) .
- Attendance disclosures provide only minimum threshold (≥75%); no director‑specific attendance rate provided, limiting precision of engagement assessment .
- Multiple external advisory roles are disclosed; no related‑party transactions involving Mr. Massaquoi are reported, but continued monitoring is appropriate via the Related Person Transaction Policy .
-
Compensation Structure Signals
- Shift in cash retainer to $40,000 effective April 2024 aligns with peer competitiveness; director equity remains time‑based (no performance metrics), emphasizing retention and long‑term alignment rather than short‑term performance incentives .
Overall, Mr. Massaquoi appears independent, financially sophisticated, and appropriately engaged through committee work, with standard director compensation and ownership alignment mechanisms in place. No conflicts or related‑party exposures are disclosed in Company filings; ongoing oversight resides with the Audit Committee and related‑party policy .