Frances Murphy - Director | DLH Holdings (DLHC) Executive Profile & Compensation

About Frances M. Murphy

Independent director at DLH since February 2016; age 70. Board-certified neurologist and former senior VA healthcare executive (Principal Deputy Under Secretary for Health, 1999–2002; Deputy Under Secretary for Health for Health Policy Coordination, 2002–2006), retired from VA in 2007. CEO of Sigma Health Consulting (woman- and veteran-owned) since April 2010; U.S. Air Force veteran. Education: MD (Georgetown), MPH (Uniformed Services University of Health Sciences), BS Biology (Nazareth College of Rochester).

Past Roles

Organization	Role	Tenure	Committees/Impact
U.S. Department of Veterans Affairs	Principal Deputy Under Secretary for Health (Chief Operating Officer, $25B budget)	1999–2002	Led integrated healthcare system operations and budget stewardship
U.S. Department of Veterans Affairs	Deputy Under Secretary for Health for Health Policy Coordination	2002–2006	Health policy coordination across VA system
U.S. Department of Veterans Affairs	Senior leadership roles at medical centers and VA Central Office; retired	~20-year VA career; retired 2007	Managed, operated, and transformed large healthcare organizations

External Roles

Organization	Role	Tenure	Notes
Sigma Health Consulting, LLC	Chief Executive Officer	April 2010–present	Woman-owned, veteran-owned small business; consulting across HIT, leadership, healthcare management, neuroscience/mental health, women’s health, quality/safety, research, veterans/military health

Board Governance

Independence: Board determined Murphy is independent under Nasdaq rules; all current directors except the CEO are independent.
Committees: Member—Management Resources & Compensation (5 meetings; 2 unanimous written consents), Nominating & Corporate Governance (3 meetings), Cyber, Technology & Biomedical Research (2 meetings). Chairs: Compensation—Zelkowicz; Nominating—Yerks; Cyber—Granger.
Audit Committee: Not a member (members: Bjornaas—Chair, Delaney, Wasserman, Zelkowicz; 8 meetings).
Attendance and engagement: Board met 9 times in FY2024; no member attended fewer than 75% of Board/committee meetings; all directors attended the March 14, 2024 annual meeting. Executive sessions of independent directors held at all regular meetings.
Board leadership: Chair and CEO roles separated.
Governance policies: Anti-hedging/anti-pledging; compensation recovery (clawback) policy; Board stock ownership guideline = 5× annual cash retainer; all non-employee directors met or are expected to meet within the prescribed period.

Fixed Compensation

Element	FY2024 Amount	Detail
Annual Board retainer (cash)	$60,000	Standard for non-employee directors
Committee memberships (cash)	$15,000	$5,000 each for Compensation, Nominating & Corporate Governance, and Cyber committees
Total cash fees (Murphy)	$75,000	Sum of retainer + committee membership fees

Performance Compensation

Grant Type	Grant Date	Shares/Units	Grant Value	Vesting	Notes
RSU (annual)	Oct 1, 2023	8,569 RSUs	~$100,000 (closing price $11.67 on 9/29/2023)	Cliff vest Sep 30, 2024	Standard annual director grant under 2016 Plan
RSU (annual)	Oct 1, 2024	10,941 RSUs	Value determined by grant-date fair market value; vests Sep 30, 2025	Cliff vest Sep 30, 2025	Granted under 2016 Plan; subject to acceleration on death/disability/change-in-control

FY2024 director stock awards recognized for Murphy: $100,000; total compensation $175,000.
Change-in-control acceleration: Unvested director RSUs accelerate upon death, disability, or change in control as defined in the plan.
Clawback: Equity awards under the 2025 Plan (replacing 2016 Plan if approved) subject to recoupment under Nasdaq/SEC-required policy.

Other Directorships & Interlocks

Company	Role	Committee Roles	Interlocks
None disclosed	—	—	Compensation Committee interlocks: none reported for DLH directors.

Expertise & Qualifications

Clinical and operational healthcare leadership (board-certified neurologist; extensive VA leadership).
Health policy coordination, large-scale healthcare system management (COO-equivalent for VA system).
Consulting expertise: health IT, leadership development, healthcare management, neuroscience/mental health, women’s health, quality/safety, research management, veterans/military health.
Military service: U.S. Air Force veteran.
Education: MD (Georgetown), MPH (Uniformed Services University of Health Sciences), BS Biology (Nazareth College of Rochester).

Equity Ownership

Holder	Shares Beneficially Owned (Jan 22, 2025)	% of Outstanding Shares	Notes
Frances M. Murphy	99,810	~0.69% (99,810/14,386,468)	Excludes Oct 1, 2024 RSU grant; RSUs unvested until 9/30/2025

Prior RSU/share detail: As of Sep 30, 2024, Murphy had 107,960 restricted stock awards/shares issued under RSU grants beneficially owned (pre-Record Date view).
Anti-pledging/hedging: Company prohibits pledging and hedging of DLH securities by directors/officers.
Director ownership guideline: 5× cash retainer; all non-employee directors met or are expected to meet within the guideline window.

Governance Assessment

Committee engagement and independence: Strong—Murphy serves on three key committees (Compensation, Nominating & Governance, Cyber) with full independence; committee activity levels indicate oversight in pay, governance/ESG, and cybersecurity/innovation.
Attendance/engagement: Positive—Board met nine times; independent executive sessions at each regular meeting; all directors (including Murphy) attended the 2024 annual meeting; no attendance shortfalls (<75%) reported.
Pay alignment for directors: Balanced mix—cash retainer plus time-based RSUs with one-year cliff vest; change-in-control/death/disability accelerators standard; no performance-linked director equity—appropriate for non-executive directors.
Ownership alignment: Meaningful personal stake with anti-hedging/pledging safeguards; board-level ownership guideline reinforces alignment.
Compensation governance: Compensation Committee independence affirmed; Korn Ferry engaged as independent consultant for executive and director compensation benchmarking; independence reviewed with no conflicts.
Shareholder signals: 2024 say-on-pay support ~99%, indicating investor confidence in DLH’s pay practices; annual frequency maintained.
Potential conflicts/related-party exposure: No related-party transactions disclosed for Murphy. Noted board-level related-party (Chair’s son employed; salary increased to ~$150,000 in Dec 2024) reviewed under related-party policy—monitor optics, but not tied to Murphy.
RED FLAGS: None specific to Murphy identified; general monitoring advised for related-party employment involving Chair’s family (optics).