Stephen Zelkowicz - Director | DLH Holdings (DLHC) Executive Profile & Compensation

About Stephen J. Zelkowicz

Independent director of DLH Holdings Corp since July 2020; age 51. Career equity research analyst at Wynnefield Capital, Inc. since 1999, specializing in small-cap public companies. Education: B.A. University of Pennsylvania; M.B.A. Columbia University. Tenure on DLH Board: continuously since 2020.

Past Roles

Organization	Role	Tenure	Committees/Impact
Summer Infant, Inc.	Director	Aug 2014 – Jun 2022	Chair – Governance & Nominating; Member – Compensation

External Roles

Organization	Role	Tenure	Notes
Wynnefield Capital, Inc.	Equity Research Analyst	1999 – Present	Small-cap specialist investment firm

Board Governance

Independence: Board affirmed Zelkowicz as independent under Nasdaq rules; only CEO is non-independent.
Committee assignments (FY2024): Chair – Management Resources & Compensation Committee; Member – Audit Committee.
Committee activity: Compensation met 5 times (plus 2 unanimous written consents); Audit met 8 times (FY2024).
Board meetings/attendance: Board met 9 times; no director below 75% attendance. Independent directors held executive sessions at all regularly scheduled meetings.
Annual meeting attendance: All directors attended the Mar 14, 2024 annual meeting.
Board leadership: Independent Chairman (Frederick G. Wasserman); roles of Chair and CEO separated. No Lead Independent Director identified.

Fixed Compensation (Director)

Component (FY2024)	Amount	Notes
Annual Board retainer (cash)	$60,000	Standard non-employee director retainer
Chair fee – Compensation Committee	$15,000	Chair-specific
Audit Committee member fee	$7,500	Member (non-chair)
Total Fees Earned (Cash)	$82,500	Matches proxy table for Zelkowicz

Director fees are set relative to market median and reviewed annually by the Compensation Committee with consultant input.

Performance Compensation (Director)

Equity Element	Grant Date	Shares/Units	Grant Value	Vesting	Notes
RSUs (annual grant)	Oct 1, 2023	8,569	$100,000 (recognized expense)	Cliff vest Sep 30, 2024	Grant value based on closing price; annual cadence October grants, September vest
RSUs (annual grant)	Oct 1, 2024	10,941	Not shown in FY2024 expense table	Cliff vest Sep 30, 2025	On substantially similar terms to prior year

RSU grant sizing references fair market value on grant date (closing price $11.67 on Sep 29, 2023 for Oct 1, 2023 grants).
RSU vesting accelerates upon death, disability, or change in control per plan; unvested RSUs generally forfeit upon board service termination.
Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging DLH securities.
Clawback: Company maintains a Nasdaq 10D-1 compliant compensation recovery policy; applies to incentive-based compensation (primarily executives).

Other Directorships & Interlocks

Entity	Type	Relationship	Potential Interlock/Conflict Consideration
Wynnefield Capital funds (various)	Shareholder	Aggregate DLH ownership across Wynnefield vehicles: 126,487 – 1,854,044 shares (various funds), up to 12.9% in one vehicle	Zelkowicz is an analyst at Wynnefield; affiliation with significant shareholder may create perceived conflict or influence dynamics; Board still deems him independent under Nasdaq.
Committee interlocks	Governance	Company discloses no Compensation Committee interlocks with other companies	None identified.

Expertise & Qualifications

20+ years capital markets and small-cap research experience; adds investor perspective to Board.
Governance leadership background (prior chair of Governance & Nominating at Summer Infant).
Academic credentials (UPenn BA; Columbia MBA).

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Stephen J. Zelkowicz	35,435	<1%	As of Jan 22, 2025 record date; outstanding shares 14,386,468. Excludes RSUs granted Oct 1, 2024 (not vesting within 60 days).
RSUs/Restricted stock held (as of Sep 30, 2024)	32,935	N/A	Outstanding restricted stock awards and shares issued under RSU grants beneficially owned at year-end; excludes Oct 1, 2024 grant.
RSU grant Oct 1, 2024	10,941	N/A	Scheduled to cliff vest Sep 30, 2025.

Director stock ownership guideline: 5x annual cash retainer to be achieved within 5 years; directors met or are on track.
Anti-hedging/pledging prohibition applies.

Say-on-Pay & Shareholder Feedback

2023 advisory say-on-pay approval ~92% (strong support); Board continues annual say-on-pay cadence.

Compensation Committee Analysis

Compensation Committee chaired by Zelkowicz; independent members (Granger, Murphy, Yerks).
Use of independent consultant: Korn Ferry engaged to advise on executive and director compensation (independence assessed; no conflicts).
No repricing of equity awards permitted under plan; strong governance controls in equity programs.

Governance Assessment

Strengths:
- Clear independence designation; active executive sessions and strong attendance signal engaged oversight.
- Separation of Chair/CEO roles; independent chair enhances checks and balances.
- Transparent director pay program with modest cash retainer, committee differentials, and equity alignment; equity is a significant portion of total director compensation (cash $82.5k vs equity $100k in FY2024).
- Anti-hedging/pledging policy and stock ownership guidelines foster alignment.
Potential RED FLAGS/Monitoring:
- Affiliation with Wynnefield Capital, a significant shareholder (multiple Wynnefield funds collectively >5%); while independence is affirmed, this may raise perceived conflict or influence risks, particularly with Zelkowicz chairing Compensation. Ensure robust recusals and conflict management when matters directly affect Wynnefield interests.
- Director equity grants are time-based RSUs without performance conditions; typical for directors but offers lower direct pay-for-performance linkage.
No director-specific related-party transactions disclosed for Zelkowicz; company reviews and approves any material related-party transactions via independent Audit Committee/Board.
Committee workload appropriate (Audit 8 meetings; Compensation 5 + 2 consents), indicating active governance.