Austin Yerks III - Director | DLH Holdings (DLHC) Executive Profile & Compensation

About Austin J. Yerks III

Independent director of DLH Holdings Corp. since November 2012; age 78. Former senior executive at Computer Sciences Corporation (CSC), including President of CSC’s North American Public Sector–Defense & Intelligence Group (2005–2011) and President of Federal Business Development; 10 years’ service in the U.S. Army. Education: MBA, University of Miami; BS, United States Military Academy at West Point; President of AJY III Government Strategies LLC (federal strategy consulting).

Past Roles

Organization	Role	Tenure	Committees/Impact
Computer Sciences Corporation (CSC)	President, North American Public Sector–Defense & Intelligence Group	2005–2011	Led defense and intelligence client support; senior leadership in federal IT and services
Computer Sciences Corporation (CSC)	President, Federal Business Development	Prior to 2005	Oversaw BD and strategic marketing across operational units
Various defense companies	Senior management and marketing roles	Pre-CSC	Built sector expertise across defense contractors

External Roles

Organization	Role	Tenure	Committees/Impact
AJY III Government Strategies LLC	President	Current	Advises on alliances between commercial firms and U.S. Federal agencies
National Defense Industrial Association (NDIA)	Director	Current	Trade association governance in government services market
NCI, Inc. (public company; acquired)	Director	2013–2017	Audit Committee; Nominating/Governance Committee

Board Governance

Independence: Board affirmatively determined Mr. Yerks is independent under Nasdaq rules (all directors except CEO are independent).
Committee assignments: Chair, Nominating & Corporate Governance Committee (3 meetings FY2024); Member, Management Resources & Compensation Committee (5 meetings plus 2 unanimous written consents FY2024).
Attendance and engagement: Board met 9 times in FY2024; all directors attended ≥75% of board/committee meetings; all directors attended the March 14, 2024 annual meeting; Board held executive sessions of independent directors at all regularly scheduled meetings.
Board leadership: Chairman and CEO roles separated; Board asserts separation strengthens governance and accountability.
Policies: Anti-hedging/anti-pledging for directors; compensation clawback policy adopted per Nasdaq/SEC; insider trading pre-clearance required.
Stock ownership guideline: Non-employee directors expected to hold Company stock valued at 5× annual cash retainer within five years; Board states all non-employee directors either meet or are expected to meet within the timeframe.

Fixed Compensation

Component (FY2024)	Amount ($)	Notes
Board annual cash retainer	60,000	Non-employee director retainer
Committee chair fee (Nominating & Corporate Governance)	12,000	Chair premium
Committee membership fee (Compensation Committee)	5,000	Member premium
Total cash fees earned	77,000	Matches reported fees earned

Performance Compensation

Metric	FY2024
Stock Awards recognized ($)	100,000

RSU grant details:

Grant Date	Plan	RSUs Granted	Vest Date	Notes
Oct 1, 2023	2016 Omnibus Equity Incentive Plan	8,569	Sep 30, 2024	Annual director grant; cliff vest after one year; value determined at grant; closing price referenced at $11.67 on Sep 29, 2023 for context
Oct 1, 2024	2016 Omnibus Equity Incentive Plan	10,941	Sep 30, 2025	Annual grant; cliff vest after one year
Oct 1, 2025	2025 Equity Incentive Plan	10,941	Sep 30, 2026	Reported on Form 4; stock award (A) at $0; beneficial ownership post-grant 166,692 shares

Plan “metrics” and vesting provisions relevant to director RSUs:

Provision	Term
Minimum vesting	Awards generally vest ≥12 months from grant; directors’ annual grants vest on date of next annual meeting ≥50 weeks after prior year
Change-in-control (CIC)	If awards not assumed/substituted in CIC, they vest immediately prior to CIC; if assumed/substituted and service ends within 24 months post-CIC, time-based awards vest; performance awards vest per plan formula
Clawback	Awards subject to Company’s clawback policy and Dodd-Frank/Nasdaq requirements
Anti-repricing	Options/SARs may not be repriced without shareholder approval

Other Directorships & Interlocks

Compensation Committee interlocks: None disclosed.
Shared directorships with competitors/suppliers/customers: Not disclosed.

Expertise & Qualifications

Deep U.S. federal market leadership (CSC Defense & Intelligence; federal BD) with extensive government services experience.
Military background (U.S. Army, 10 years) and senior defense industry networks (NDIA).
Board governance experience at a prior public company (NCI, Inc.) with audit and nominating/governance committee service.
Qualifications cited by DLH: extensive government services expertise; ability to strengthen Board’s collective skills.

Equity Ownership

Date/Reference	Shares Beneficially Owned	% of Shares Outstanding	Unvested/Outstanding Equity	Source
Record Date (Jan 22, 2025)	144,810	1.0% (based on 14,386,468 shares outstanding)	10,941 RSUs granted Oct 1, 2024; vests Sep 30, 2025
After Oct 1, 2025 Form 4	166,692	n/a	10,941 RSUs granted Oct 1, 2025; vests Sep 30, 2026

Hedging/pledging: Prohibited for directors under Company policy.
Ownership guideline: 5× cash retainer over five years; Board states directors meet or are expected to meet.

Insider Trades

Transaction Date	Type	Shares	Price	Vest Date	Post-Transaction Ownership	Source
Oct 1, 2025	Award (Form 4, RSU grant)	10,941	$0.00	Sep 30, 2026	166,692

Governance Assessment

Strengths
- Independent director with sector-specific expertise; chairs Nominating & Governance Committee and serves on Compensation Committee, indicating strong governance involvement.
- Robust director equity alignment through annual RSU grants; anti-hedging/anti-pledging and clawback policies reduce misalignment risk.
- Board separation of Chair/CEO and regular executive sessions of independent directors enhance oversight; strong say-on-pay support (~99% in 2024) signals investor confidence in compensation governance.
Potential red flags/monitoring points
- Related party disclosure notes the Chairman’s son is a Company employee with a recent salary increase; while not involving Mr. Yerks, continued monitoring of related-party oversight is prudent.
- RSU awards vest time-based for directors (not performance-based); while common for director pay, investors may prefer explicit performance ties—Company offsets with ownership guidelines and annual grant cadence.
No issues disclosed for Mr. Yerks regarding Section 16 filings, pledging, hedging, or related-party transactions.