Committee Composition

Committee Composition Table
Member name Audit Committee Human Capital and Compensation Committee Nominating and Corporate Governance Committee
Brian “Skip” Schipper Board Chair
Committee Chair
Scipio “Max” Carnecchia
Committee Member
Jim Friedlich Independent Director
Committee Member Committee Member
Joe Massaquoi
Committee Member
Elizabeth Salomon
Committee Chair
Kathleen Swann
Committee Member Committee Member
David Windley
Committee Chair
  • Independent Director
  • Board Chair
  • Committee Member
  • Committee Chair

Audit Committee

The DHI Group, Inc. Audit Committee assists the board in monitoring the audit of the company’s financial statements, the independent auditors’ qualifications and independence, the performance of audit function and independent auditors, and compliance with legal and regulatory requirements. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of the company’s independent auditors, and the independent auditors report directly to the Audit Committee. The Audit Committee will also review and approve related-party transactions as required by the rules of the NYSE.

​ Audit Committee Charter

Human Capital and Compensation Committee

The DHI Group, Inc. Human Capital and Compensation Committee reviews and recommends policies relating to compensation and benefits of the company’s directors and employees and is responsible for approving the compensation of the company’s Chief Executive Officer and other executive officers. The Compensation Committee also administers the issuance of awards under the company’s equity incentive plans.

​ Human Capital and Compensation Committee Charter

Nominating and Corporate Governance Committee

The DHI Group, Inc. Nominating and Corporate Governance Committee selects or recommends that the board select candidates for election to the company’s board of directors and develops and recommends to the board of directors corporate governance guidelines that are applicable to the company. It also oversees board of directors and management evaluations.

​ Nominating and Corporate Governance Committee Charter