Paul Farnsworth
DHI GROUPAbout Paul Farnsworth
Paul Farnsworth (age 53) is President of Dice at DHI Group (DHX) since January 13, 2025; he joined DHI in February 2019 and previously served as Chief Technology Officer overseeing technology and product organizations . He brings senior technology leadership experience from Reed Group (CTO), Level 3 Communications (SVP Information), and Qwest, as well as advisory roles with tech startups . Company performance context during his recent leadership period: 2024 revenue declined 7% year-over-year while Adjusted EBITDA margin improved to 25%; Bookings fell 8%; five-year TSR declined 41% versus a peer index up 77% .
Company performance (context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenues ($mm) | $151.878 | $141.926 |
| Adjusted EBITDA ($mm) | $36.254 | $35.313 |
| Adjusted EBITDA Margin (%) | 24% | 25% |
| Bookings ($mm) | $153.2 | $140.6 |
TSR context
| Measure | Value |
|---|---|
| DHI five-year TSR | -41% |
| Peer group five-year TSR | +77% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DHI Group (Dice) | President | 2025–present | Leads brand post-reorganization, accountable for growth and execution |
| DHI Group | Chief Technology Officer | 2019–2024 | Oversaw technology and product delivery; enterprise platforms for Dice and ClearanceJobs |
| Reed Group | Chief Technology Officer | 2016–2018 | Led technology delivery, hosting, vendor strategy, and client services |
| Level 3 Communications | SVP, Information | Prior to 2016 | Led IT solutions delivery group |
| Qwest Corporation | Technology leadership roles | Earlier career | Telecom systems and delivery leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SafeHarbor Technology Corporation | Board Technology Advisor | n/d | Technology best practices and roadmap guidance |
| Various startups/growth companies | Board appointee/advisor | n/d | Advising on technology best practices and future roadmaps |
Fixed Compensation
| Component (2024) | Value |
|---|---|
| Base salary | $410,000 |
| Target bonus (% of salary) | 50% |
| Target bonus ($) | $205,000 |
| Actual bonus payout ($) | $190,002 (92.7% of target) |
| All other comp (401k + benefits) | $12,309 ($12,075 401k; $234 life insurance) |
Multi-year salary trend
| Year | Base salary ($) |
|---|---|
| 2023 | $380,000 |
| 2024 | $410,000 |
Performance Compensation
Annual bonus plan design (company-wide)
| Metric | Weighting | Target | Actual | Payout mechanic | 2024 payout result |
|---|---|---|---|---|---|
| Revenue | 50% | $148.4mm | $141.9mm | 50% earned at 85% of target; linear to 100% at target | Contributed to 92.7% overall |
| Adjusted EBITDA + Margin | 50% | ≥$34.455mm and ≥24% margin (post-bonus) | $35.313mm; 25% margin | 100% for this component if both thresholds met | Contributed to 92.7% overall |
| Overall | — | — | — | — | 92.7% of target |
Long-term equity (2024 grants)
| Grant type | Grant date | Shares granted | Metric/target | Achievement | Vesting |
|---|---|---|---|---|---|
| Restricted stock | Jan 26, 2024 | 100,000 | Time-based | n/a | 1/3 annually over 3 years, service-based |
| Performance stock units (PSUs) | Jan 26, 2024 | 100,000 target | 2024 Bookings: $153.3mm target | $140.6mm (79.3% achieved) → 79,281 PSUs earned | Earned PSUs vest 1/3 annually over 3 years post-certification, service-based |
Long-term award targeting and value assumptions
| Item | Value |
|---|---|
| 2024 Target LTI opportunity | $600,000 (50% RS, 50% PSU) |
| Valuation basis (proxy estimate) | $3.00 per share for both RS and PSU |
Summary compensation (selected)
| Year | Salary ($) | Stock awards ($) | Non-equity incentive ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 410,000 | 508,000 | 190,002 | 1,120,311 |
| 2023 | 380,000 | 601,000 | 171,624 | 1,164,408 |
Equity Ownership & Alignment
Beneficial ownership and unvested awards (as of April 1, 2025 / Dec 31, 2024)
| Category | Shares/Units | Notes |
|---|---|---|
| Common stock beneficially owned | 471,708 | Direct/indirect beneficial ownership |
| Unvested restricted stock (beneficial ownership table) | 163,334 | Included in beneficial ownership as RS carries voting rights |
| Earned PSUs outstanding (unvested) | 132,126 (30,657 2022; 22,169 2023; 79,300 2024) | Earned based on bookings; time-vest over 3 years |
| Total beneficial ownership (per proxy table) | 635,042 | Less than 1% of outstanding |
| Options outstanding | None (no option awards outstanding) |
Alignment policies
- Stock ownership guideline: Other executive officers must hold ≥1.0x base salary; all officers are in compliance or within phase-in .
- Hedging/pledging: Company prohibits hedging and purchasing stock on margin, and bans short sales/derivatives by directors/officers/employees .
- Clawback: SEC-compliant Incentive Compensation Recovery Policy effective Oct 2, 2023; prior clawback applies to earlier awards .
Vesting/selling pressure context (company-wide)
| Measure | Recent activity |
|---|---|
| Shares withheld/repurchased for taxes upon vesting | 649,259 shares YTD through 9M 2025 at $2.57 average price |
| Unrecognized SBC expense (company) | $5.6mm for unvested awards; ~0.9 years weighted-average period |
Employment Terms
| Term | Detail |
|---|---|
| Current role | President, Dice (since Jan 13, 2025) |
| Prior role at DHI | Chief Technology Officer (Feb 2019–2024) |
| Employment agreement (status) | At-will; continues until terminated by either party |
| Base salary (2024) | $410,000 |
| Target bonus (2024) | 50% of base salary |
| Severance (no change-in-control) | 9 months base salary lump sum; unpaid prior-year bonus; 12 months COBRA reimbursement (excess over active rate), subject to release |
| Estimated payout (no COC, as of 12/31/24) | $321,779 total: $307,500 cash; $14,279 medical; no equity acceleration |
| Change-in-control (double-trigger within 12 months) | Lump sum: 100% base salary + 100% target bonus; unpaid prior-year bonus; 100% acceleration of outstanding equity (PSUs per award terms) |
| Estimated payout (with COC, as of 12/31/24) | $1,129,158 total: $615,000 cash; $14,808 medical; $265,502 RS acceleration; $233,848 PSU acceleration |
| Non-compete / non-solicit | Non-compete and non-solicit during employment and for 12 months thereafter |
Compensation Structure Analysis
- Cash vs equity mix: Material tilt to equity and performance pay (2024: $508k stock awards vs $410k salary; bonus paid at 92.7% of target), supporting pay-for-performance alignment .
- Shift in LTI: DHI has emphasized RSUs and PSUs; company has not granted options to NEOs in recent years, reducing risk-taking skew from options .
- Performance calibration: 2024 annual plan balanced revenue and profitability (Adjusted EBITDA/Margin), while PSUs tied to Bookings; 2024 results led to sub-target PSU earnout (79.3%) and sub-target annual bonus (92.7%), indicating sensitivity of pay to outcomes .
- Governance safeguards: Ownership guidelines, SEC-compliant clawback, and hedging/margin prohibitions mitigate misalignment and risk .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | ~80% of votes cast favored NEO compensation |
Equity Plan Mechanics
| Plan feature | Detail |
|---|---|
| Equity plans | 2012 and 2022 Omnibus Equity Award Plans; 2022 plan amended/restated; RS/PSU vehicles granted |
| PSU design | 1-year performance (Bookings), then time-based vesting over 3 years |
| RSU design | Time-based vesting over 3 years |
Investment Implications
- Alignment and signals: Farnsworth’s incentives are tightly linked to revenue growth, profitability, and Bookings, with 2024 PSUs earned at 79.3% and annual bonus at 92.7%—credible pay-for-performance linkage as the firm navigated revenue pressure but improved margins .
- Retention and overhang: Meaningful unvested RS/PSUs (time-vest through 2027) plus nine-month severance (1x salary+bonus double-trigger on COC with full equity acceleration of earned PSUs) suggest moderate retention incentives and potential equity supply from periodic vesting/tax withholdings; company-wide repurchases for tax withholdings illustrate ongoing vest-driven flow .
- Ownership alignment: Beneficial ownership is <1% but includes substantial unvested equity; prohibitions on hedging/margin and ownership guidelines support alignment without leverage risk from pledging .
- Execution risk: Five-year TSR underperformance (-41%) and 2024 revenue/bookings declines underscore execution risk, but margin improvement and performance-based payouts indicate discipline; 2024 Say-on-Pay (80% approval) suggests shareholder tolerance for structure amid headwinds .