Max Carnecchia
DHI GROUPAbout Scipio “Max” Carnecchia
Independent director of DHI Group, Inc. (NYSE: DHX) since February 2019; age 62. Former CEO and director of Mitek Systems (Nov 2018–Jun 2024) with deep operating, sales, and technology leadership; qualifies as an Audit Committee financial expert. BS in Electrical Engineering from Stevens Institute of Technology. Currently serves on DHX’s Audit Committee; all directors other than the CEO are independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitek Systems, Inc. | Chief Executive Officer; Director | Nov 2018 – Jun 2024 | Led digital identity verification company; public board service |
| Illuminate Education, Inc. | Chief Executive Officer; Board Member | Oct 2017 – Jul 2018 | SaaS education platform leadership |
| Accelrys, Inc. / BIOVIA | President & Chief Executive Officer; Board Member | 2009 – 2014 (Accelrys); continued as CEO post-acquisition (BIOVIA) | Led cloud software business through acquisition; continued as CEO of BIOVIA |
| Interwoven, Inc. | President | 2001 – 2009 | Content management software; executed growth and sale to Autonomy |
| Xoriant Corporation | VP Global Sales | Apr 2000 – Jan 2001 | Scaled enterprise sales |
| SmartDB Corporation | VP Sales & Services | Sep 1996 – Feb 2000 | Enterprise data integration toolkits |
External Roles
| Company | Role | Tenure | Public/Private |
|---|---|---|---|
| Mitek Systems, Inc. | Director | Nov 2018 – Jun 2024 | Public |
| Guidance Software, Inc. | Director | Mar 2015 – Sep 2017 | Public |
| Accelrys, Inc. | Director | Jun 2009 – Apr 2014 | Public (acquired in 2014) |
No current public-company directorships disclosed beyond those prior roles. No interlocks or related-party exposures with DHX disclosed.
Board Governance
- Committee assignments: Audit Committee member (Elizabeth Salomon, Chair; Carnecchia; Massaquoi); Audit met 8 times in 2024.
- Independence: Independent per NYSE listing standards and DHX categorical standards.
- Attendance: Board met 11 times in 2024; each director attended ≥75% of Board/committee meetings during service.
- Board leadership: Independent Chairperson (Brian “Skip” Schipper); regular executive sessions of non-management directors.
- Audit expertise: DHX determined all Audit Committee members qualify as “audit committee financial experts.”
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $42,500 | $46,250 |
| Stock Awards ($) | $107,652 | $110,000 |
| Total ($) | $150,152 | $156,250 |
Director cash fee schedule (2024 program; increase effective April 2024):
- Annual service fee: $40,000 (raised from $35,000 effective April 2024)
- Committee member fees: Audit $7,500; Compensation $5,000; Nominating & Governance $2,500
- Chair fees: Audit $20,000; Compensation $10,000; Nominating & Governance $7,500
- Equity: annual restricted stock grant targeted at $110,000; vests in full 12 months post-issuance
Performance Compensation
| Compensation Type | Performance Metric(s) | Vesting/Structure |
|---|---|---|
| Restricted Stock (Director) | None (no performance metrics for director equity) | Vests in full at 12 months post-issuance |
DHX’s performance metrics (revenue, Adjusted EBITDA, EBITDA margin, bookings) apply to NEO programs, not non-employee directors.
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Interlocks within DHX ecosystem | None disclosed; Related-party transaction policy overseen by Audit; no related-person transactions >$120,000 since Jan 1, 2024. |
| Potential conflicts | None disclosed involving Carnecchia. |
Expertise & Qualifications
- CEO experience across multiple software companies; proven scaling and operational leadership.
- Sales leadership and technology/security infrastructure domain expertise.
- Finance and governance risk/compliance capabilities; Audit Committee financial expert designation through DHX Board determination.
- Education: Bachelor of Engineering in Electrical Engineering, Stevens Institute of Technology.
Equity Ownership
| Metric | As of Mar 12, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Shares of Common Stock | 258,340 | 287,673 |
| Unvested Restricted Stock | 29,333 | 44,177 |
| Total Number of Shares of Common Stock | 287,673 | 331,850 |
| Percentage of Outstanding Common Stock | * (≤1%) | * (≤1%) |
| Shares Outstanding (reference) | 48,028,682 | 48,275,693 |
Ownership alignment policies:
- Director ownership guideline: 3.0x annual retainer; all officers/directors in compliance or within phase-in period.
- Hedging and pledging prohibited by Securities Trading Policy and hedging policy.
Governance Assessment
- Strengths: Independent director with audit committee financial expertise; consistent attendance; no related-party transactions; strong ownership alignment policies (3x retainer) and clawback policy compliant with Rule 10D-1; hedging/pledging prohibited—supports investor alignment.
- Compensation structure: Modest cash retainers with transparent committee fees; time-based RS grants; 2024 equity grant ~44,177 shares at $110k target, aligning director interests with shareholders; cash service fee increased in 2024 to maintain competitiveness (Compensia advised).
- Signals: Board’s independent chair structure and audit oversight (quarterly cybersecurity coverage) are positive for risk management; 2024 say‑on‑pay support ~80%—no acute shareholder discontent trend.
- Potential red flags: None disclosed specific to Carnecchia (no pledging/hedging, no related‑party transactions, no option repricing or tax gross‑ups).
Overall, Carnecchia’s governance profile (audit expertise, independence, attendance, and equity ownership alignment) supports board effectiveness and investor confidence; no material conflicts or engagement concerns disclosed.