Kathryn JohnBull
DLH HoldingsAbout Kathryn JohnBull
Kathryn M. JohnBull, 65, is Chief Financial Officer of DLH Holdings Corp. (DLHC). She was appointed CFO on June 25, 2012, and previously held senior finance roles at QinetiQ North America and MAXIMUS; she is a CPA with a BBA from the University of Tulsa . FY2024 incentive metrics for executives focused on revenue, EBITDA, and bookings; DLH delivered revenue of $395.9M vs $422.0M target (93.8%), EBITDA of $42.34M vs $46.6M (90.9%), and bookings of $69.6M vs $75.0M (92.8%), driving an 83.8% incentive payout for Ms. JohnBull . Three-year pay-versus-performance disclosure shows TSR translating a $100 baseline to $78.85 in FY2024 and net income of $7.397M for FY2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| QinetiQ North America | Senior financial executive; SVP–Finance (corporate and operating roles) | Jan 2008–Jun 2012 | Supported overall operations and growth during period of acquisitive and organic expansion |
| MAXIMUS, Inc. | Operations Segment CFO | Aug 2002–Dec 2007 | Segment finance leadership at a public BPO/consulting/systems provider |
| BDM International, Inc. | Finance roles (tax, treasury emphasis) | Not disclosed | Corporate finance foundation in government services sector |
| United Defense | Finance roles (tax, treasury emphasis) | Not disclosed | Corporate finance foundation in defense sector |
| Arthur Andersen & Co. | Tax manager and staff | 1985–1988 | Public accounting and tax expertise; CPA credential |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external public-company directorships disclosed for Ms. JohnBull |
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 (set) |
|---|---|---|---|
| Base salary ($) | $430,000 | $500,000 | $525,000 |
| Target annual bonus (% of base) | 70% | 70% | 70% (per employment agreement) |
| Bonus threshold/cap | Threshold 90% of target metrics; cap 100% of base | Threshold 90% of target metrics; cap 100% of base | Threshold 90% of target metrics; cap 100% of base |
| Actual bonus paid ($) | $262,011 | $293,273 (SCT) | — |
Notes: CFO threshold 90% of metric target; no bonus below threshold; maximum payout limited to 100% of base salary .
Performance Compensation
| Metric (FY2024) | Weight (CFO) | Target | Actual | Achievement | Outcome |
|---|---|---|---|---|---|
| Revenue | 25% | $422,000,000 | $395,936,606 | 93.8% | Between threshold and target |
| EBITDA (Company-defined) | 60% | $46,600,000 | $42,338,354 (adjusted for $387K non-operational) | 90.9% | Between threshold and target |
| Bookings | 15% | $75,000,000 (incl. ≥$50M deal) | $69,576,453 | 92.8% | Between threshold and target |
| Overall payout | — | — | — | — | 83.8% of target → $293,189 (company’s calc); SCT shows $293,273 |
Performance RSUs – design and targets:
- Three-year performance period; 50% weighted to cumulative revenue growth (≥30% above base-year revenue; excludes acquired revenue) and 50% to stock price (≥225% of baseline 30-day average) at target; payout scale 80%/100%/125% at threshold/target/max; straight-line interpolation .
- FY2024 PRSU stock-price target: $25.65 (30-day average during last 12 months of period) . FY2023 PRSU stock-price target: $33.21 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 538,356 shares (includes 27,500 vested options) = 3.7% of outstanding |
| Vested stock options | 27,500 options at $6.46; expiration 11/29/2027 |
| Unvested time-based RSUs | 17,831 vesting on 9/30/2026 |
| Unvested performance RSUs (target count) | 26,413 (FY2023 grant; perf. period to 9/30/2025) and 17,832 (FY2024 grant; perf. period to 9/30/2026) |
| FY2025 RSUs granted | 68,448 total (50% PRSU/50% time-based); PRSU stock-price target $23.04; time-based vests 9/30/2027 |
| Hedging/pledging | Hedging and pledging of DLH securities are prohibited by policy |
| Executive stock ownership guidelines | None currently prescribed for executive officers |
Vesting calendar and potential selling pressure:
- 9/30/2025: FY2023 PRSUs can vest based on performance (26,413 target) .
- 9/30/2026: FY2024 time-based RSUs vest (17,831); FY2024 PRSUs determined (17,832 target) .
- 9/30/2027: FY2025 time-based RSUs vest; FY2025 PRSUs performance assessment (shares not fixed until outcomes) .
Employment Terms
| Term | Summary |
|---|---|
| Current agreement | Effective Oct 1, 2023; term through Sept 30, 2026 |
| Base salary and bonus opportunity | $500,000 (FY2024) rising to $525,000 (FY2025); annual bonus up to 70% of base; no payout below 90% of target metrics; cap at 100% of base |
| Long-term incentives | Target value not less than 100% of base annually; 50% PRSUs and 50% time-based RSUs |
| Severance (without cause/for good reason) | 175% of base salary; up to 18 months of health/welfare benefits; accrued comp; accelerate time-based equity vesting |
| Change-in-control protection | If terminated without cause/for good reason within 180 days of a change in control: same severance (175% base), benefits, accrued comp, and accelerated vesting of all outstanding equity awards |
| Death/disability | Accrued comp; pro-rata bonus; accelerated equity; one year of base salary if disabled |
| Restrictive covenants | Customary confidentiality, non-solicit, and non-compete obligations survive termination |
| Clawbacks | DLH maintains a clawback policy consistent with Nasdaq/SEC rules |
Compensation Structure Details (Pay-for-Performance)
| Component | 2023 | 2024 | Design notes |
|---|---|---|---|
| Base salary ($) | 430,000 | 500,000 | Increased to remain competitive vs peer practices |
| Annual bonus metrics | Rev/EBITDA/Bookings (25/60/15% for CFO) | Rev/EBITDA/Bookings (25/60/15% for CFO) | Thresholds and caps as per Employment Terms |
| Long-term equity | PRSUs (26,413 target) | PRSUs (17,832) and time-based RSUs (17,831) | PRSUs: 3-year revenue growth and stock price hurdles |
| Actual annual bonus ($) | 262,011 | 293,273 (SCT) | FY2024 payout 83.8% of target |
Compensation Peer Group and Governance Signals
- Peer group used by Compensation Committee (Korn Ferry advised) included American Software, CareCloud, CPSI, CRA International, Evolent, Health Catalyst, HealthStream, ISG, Mastech Digital, NextGen, PFSweb, RCM Technologies, WidePoint, Willdan (FY2024 compensation cycle) .
- No formal benchmarking targets; market data used as an input; pay levels adjusted to remain competitive .
- Say-on-Pay support: ~99% approval at 2024 annual meeting, indicating strong shareholder alignment .
- Anti-hedging and anti-pledging policies in place; clawback policy adopted per Nasdaq rules .
Investment Implications
- Pay-performance alignment: Annual incentives tied primarily to EBITDA (60% weight) with meaningful revenue and bookings components; FY2024 results landed between threshold and target across all metrics, yielding an 83.8% payout—supportive of downside sensitivity without paying for clear underperformance .
- Equity mix and vesting: 50/50 split between PRSUs and time-based RSUs increases retention and line-of-sight to performance; PRSU hurdles (≥30% three-year revenue growth, and ≥225% stock price vs baseline) are challenging and equityholder-aligned .
- Ownership/skin-in-the-game: 3.7% beneficial ownership (including 27,500 vested options) indicates meaningful alignment; anti-hedging/anti-pledging policy reduces risk of misaligned incentives .
- Retention and change-in-control: 175% base cash severance plus full equity acceleration on double trigger under CoC, and time-based acceleration on standard severance, materially reduce departure risk during strategic transitions, but could create cost on strategic alternatives .
- Potential supply overhang: Upcoming vesting dates—9/30/2025 (FY2023 PRSUs), 9/30/2026 (FY2024 time-based; FY2024 PRSUs), 9/30/2027 (FY2025 time-based/PRSUs)—could add episodic selling pressure depending on trading plans, though pledging/hedging are prohibited .
Overall, Ms. JohnBull’s package emphasizes EBITDA discipline and multi-year value creation via PRSUs with demanding hurdles; sizable ownership and anti-pledging rules enhance alignment, while robust severance/CoC terms reduce retention risk but add potential transaction costs.