Pamela Bilash
DHI GROUPAbout Pamela Bilash
Pamela Bilash, age 66, is Chief Human Resources Officer (CHRO) at DHI Group (DHX), a role she has held since January 2014 following DHI’s acquisition of onTargetjobs; she holds a degree from the University of Hartford and brings 35+ years of talent management experience in the information industry . Company performance under the most recent disclosures: 2023 revenue grew 1% to $151.9M with Adjusted EBITDA margin rising to 24%, while 2024 revenue declined 7% to $141.9M with margin improving to 25%; DHI reported voluntary employee turnover of 5.7% in 2024, well below industry averages . Executive incentives are tied to objective metrics (Revenue and Adjusted EBITDA/Adjusted EBITDA Margin in the annual bonus; Bookings for PSUs), with 2023 bonus plan paying 90.3% of target and 2023 PSUs earning 66.5%; for 2024, the bonus plan funded at 92.7% and PSUs achieved 79.3% at the company level .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| onTargetjobs | Executive Vice President, Human Resources | 2009–2014 | Led HR team until company’s acquisition by DHI; transitioned to CHRO at DHI . |
| Thomson Reuters (Healthcare Group) | Senior Vice President, Human Resources | Prior to 2009 | Senior HR leadership for the healthcare group; part of the HR leadership team . |
External Roles
- No public company board roles or external directorships disclosed for Ms. Bilash in the latest proxies .
Fixed Compensation
| Metric | 2015 | 2016 | 2023 |
|---|---|---|---|
| Base Salary ($) | 290,000 | 300,000 | 345,000 |
Performance Compensation
Annual Incentive (Senior Bonus Plan) – 2023
| Item | Details |
|---|---|
| Plan metrics and weights | Revenue (50%) and Adjusted EBITDA Margin (50%) . |
| Company performance vs targets | Revenue: $151.9M vs $164.6M target; Adjusted EBITDA Margin: 24% vs 21% target; plan funded at 90.3% . |
| Bilash target bonus | 50% of salary; $172,500 target . |
| Bilash actual bonus | 90.3% of target; $155,817 . |
Long-Term Equity – 2023 Grants (Awarded February 3, 2023)
| Award type | Grant date | Shares granted | Performance metric/achievement | Vesting schedule | Earned shares |
|---|---|---|---|---|---|
| Restricted Stock (RS) | 2/3/2023 | 50,000 | N/A | 1/3 annually over 3 years, subject to service | N/A |
| Performance Stock Units (PSUs) | 2/3/2023 | 50,000 | 2023 Bookings 66.5% of target → 66.5% earned | Earned PSUs vest 1/3 annually over 3 years, subject to service | 33,255 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 12, 2024)
| Holding | Amount | % of outstanding |
|---|---|---|
| Common shares | 379,610 | * |
| Unvested restricted stock (included in beneficial ownership per policy) | 158,632 | — |
| Total beneficial ownership | 538,242 | * |
Note: “*” denotes less than 1% of outstanding shares .
Outstanding Equity Awards (as of December 31, 2023)
| Grant date | Type | Unvested/earned units (#) |
|---|---|---|
| 1/26/2021 | Restricted Stock | 13,334 |
| 1/25/2022 | Restricted Stock | 23,334 |
| 2/3/2023 | Restricted Stock | 50,000 |
| 1/26/2021 | Earned PSUs (unvested) | 26,668 |
| 1/25/2022 | Earned PSUs (unvested) | 42,921 |
| 2/3/2023 | Earned PSUs (unvested) | 33,250 |
Alignment policies:
- Stock ownership guidelines: other executive officers must hold stock equal to 1.0x base salary; all officers are in compliance or within the phase-in period .
- Hedging/pledging: prohibited for directors, officers and employees (e.g., short sales, derivatives, margin) .
- Options usage: the company has not granted stock options to NEOs in recent years .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment status | CHRO since January 2014 . |
| Severance (no change in control) | If terminated without cause (or resignation for good reason where applicable), lump-sum severance equal to 9 months of then-current base salary; accrued but unpaid annual bonus; COBRA reimbursement (above active-employee cost) for 12 months . |
| Change-of-control (COC) protections | Double-trigger (termination without cause or for good reason within 12 months post-COC): lump-sum 100% of then-current base salary + target bonus (or prior year actual if higher); accrued but unpaid annual bonus; full acceleration of outstanding equity (performance awards governed by award terms) . |
| Non-compete / non-solicit | Non-compete and non-solicit during employment and for 12 months post-termination per employment agreement . |
| 2022 amendment | Added notice obligation to prospective employers during restricted period and mutual non-disparagement language . |
| Clawback | NYSE/Rule 10D-1 compliant incentive compensation recovery policy adopted Oct 2, 2023; prior clawback remains applicable to earlier awards . |
| Related party transactions | None reported since Jan 1, 2023–2024 . |
| Tax gross-ups | Policy: no new excise tax gross-ups in employment agreements . |
Compensation Structure Analysis
- Pay-for-performance: Annual bonus is 100% formulaic on revenue and Adjusted EBITDA/Adjusted EBITDA Margin; 2023 payout at 90.3% reflects near-target performance; PSUs earned at 66.5% for 2023 signal appropriate downside sensitivity when Bookings underperform .
- Mix and risk: Use of PSUs and RS (50/50 for 2023) balances performance risk and retention; no option grants reduces leverage risk .
- Metric design: 2023 targets set above prior year with revenue and margin thresholds; 2024 plan continued formulaic approach and paid at 92.7% company-wide .
- Ownership alignment: 1x salary holding guideline, anti-hedging/pledging policy, and clawback provisions align executive and shareholder interests .
Performance & Track Record (HR indicators)
- Culture/retention: Great Place to Work certification (third year), Newsweek “Most Loved Workplaces” #49, U.S. News “Best Company to Work For,” and voluntary turnover of 5.7% in 2024 (well below industry averages) .
- Business context: 2023 revenue growth of 1% with margin expansion; 2024 revenue decline of 7% with further margin improvement underscores efficiency focus during a softer tech hiring environment .
Compensation Peer Group and Say‑on‑Pay
- Peer benchmarking: Human Capital and Compensation Committee uses a peer set for market comparisons (e.g., 2024 peers include AdTheorent, American Software, Asure Software, Brightcove, CoreCard, Edgio, eGain, Information Services Group, Liquidity Services, Mastech Digital, PFSweb, SoundThinking, Smith Micro, Synchronoss, The Arena Group, Travelzoo, TrueCar, Veritone, Weave Communications) .
- Say‑on‑pay results: Approved by ~99% of votes cast in 2023 and ~80% in 2024, indicating continued but moderated investor support for pay programs .
Investment Implications
- Alignment: Bilash’s pay framework is strongly tied to objective financials (revenue, Adjusted EBITDA/Adjusted EBITDA Margin) and Bookings via PSUs; anti-hedging/pledging and ownership guidelines further curb misalignment risk .
- Retention risk: Severance outside COC is moderate (9 months base), while COC provides double-trigger cash (1x base + target bonus) plus full equity acceleration—sufficient to retain through a transaction but not excessively protective; 12‑month non-compete mitigates competitive exit risk .
- Potential selling pressure: As of 12/31/2023, unvested 86,668 RS and 102,839 earned PSUs imply scheduled vesting events through 2026, which may create periodic liquidity; however, pledging and hedging are prohibited .
- Governance risk flags: No related‑party transactions, NYSE‑compliant clawback, and “no new tax gross‑ups” policy reduce governance risk; no recent option repricing or similar adverse actions disclosed .
Overall, Bilash’s incentives and constraints (bonus/PSU design, ownership rules, and clawback) are consistent with pay-for-performance and retention through cycles, while scheduled equity vesting should be monitored as a minor, periodic supply signal.