Nasdaq: HSON Investor Presentation December 2023 Hudson Global …a leading global total talent solutions provider © 2023 Hudson RPO. All rights reserved. 2 This presentation contains statements that the Company believes to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this presentation, including statements regarding the Company's future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” "estimate," "expect," "project," "intend," "plan," "predict," "believe" and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to, global economic fluctuations; rising inflationary pressures and interest rates; the adverse impacts of the coronavirus, or COVID-19 pandemic; the Company’s ability to successfully achieve its strategic initiatives; risks related to the Company’s large cash balance relative to its market capitalization as a small public company; risks related to potential acquisitions or dispositions of businesses by the Company; the Company’s ability to operate successfully as a company focused on its RPO business; risks related to fluctuations in the Company's operating results from quarter to quarter; the ability of clients to terminate their relationship with the Company at any time; competition in the Company's markets; the negative cash flows and operating losses that may recur in the future; risks relating to how future credit facilities may affect or restrict our operating flexibility; risks associated with the Company's investment strategy; risks related to international operations, including foreign currency fluctuations, political events, natural disasters or health crises, including the ongoing COVID-19 pandemic, the Russia-Ukraine war; the Hamas-Israel war, and potential conflict in the Middle East; the Company's dependence on key management personnel; the Company's ability to attract and retain highly skilled professionals, management, and advisors; the Company's ability to collect accounts receivable; the Company’s ability to maintain costs at an acceptable level; the Company's heavy reliance on information systems and the impact of potentially losing or failing to develop technology; risks related to providing uninterrupted service to clients; the Company's exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the Company’s business reorganization initiatives, and limits on related insurance coverage; the Company’s ability to utilize net operating loss carry-forwards; volatility of the Company's stock price; the impact of government regulations; restrictions imposed by blocking arrangements; a material weakness in our internal control over financial reporting that could have a significant adverse effect on our business and the price of our common stock; and the potential for a shutdown of the U.S. government if the U.S. Congress is unable to agree on terms for a spending bill sufficient to fund U.S. government operations. Additional information concerning these and other factors is contained in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this document. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-Looking Statements © 2023 Hudson RPO. All rights reserved. 3 • Hudson Global, Inc. (Nasdaq: HSON) (“Hudson Global” or “the Company”) owns Hudson RPO, a pure-play Total Talent Solutions provider • Nasdaq-listed; spun-off from Monster.com in 2003 • Strong financial position: $22.0(3) million of cash and $303(4) million of usable NOL carryforwards • Stock buybacks: completed a $10 million program & initiated a new $5 million program on 8/8/23; shares outstanding reduced by approximately 12% since 12/31/18 • Owner mindset: board and management own approximately 18%(6) of total shares outstanding and expect to own more over time • Maximizing stockholder value: through internal investments in our growing, high-margin RPO business, bolt-on acquisitions, and stock buybacks Hudson Global at a Glance $mm, except per share amounts Stock Price(2) $15.71 Shares Outstanding(5) 2.8M Market Capitalization(2) $44.2M Cash(3) $22.0 Debt(3) $0.0 Usable NOL Carryforward(4) $303 # of Employees(7) 1,130 # of Countries 14 $mm 2019 2020 2021 2022 LTM Revenue $93.8 $101.4 $169.2 $200.9 $171.0 Adj Net Revenue $43.6 $39.1 $68.2 $99.2 $85.9 Adj EBITDA-RPO(1) $4.5 $2.9 $13.5 $20.1 $12.0 % of Adj Net Revenue 10.4% 7.5% 19.8% 20.3% 13.9% Corp Costs(1) $4.1 $3.3 $3.4 $3.7 $3.7 Adj EBITDA(1) $0.5 $(0.4) $10.0 $16.4 $8.2 (1) Adjusted EBITDA and Corporate Costs are non-GAAP measures. Reconciliations of non-GAAP measures can be found in the appendix to this presentation. (2) As of November 30, 2023. Market Capitalization defined as Shares Outstanding times Stock Price. (3) As of September 30, 2023. Cash includes $0.4m of restricted cash. Debt excludes operating lease obligations. (4) As of December 31, 2022 as disclosed in 2022 Form 10-K. NOL carryforward is for U.S. federal and state tax expense. (5) 2.8 million shares outstanding as of October 20, 2023. Does not include unissued or unvested RSUs. (6) Includes unvested share units and share units that will be issued up to 90 days after a director’s/officer’s separation from service. (7) As of September 30, 2023. © 2023 Hudson RPO. All rights reserved. 4 The new Hudson Global – focused on expanding its global RPO business 1999 – 2001: Hudson Global originated from 67 acquisitions made by TMP Worldwide, which later became Monster Worldwide, Inc. (i.e., Monster.com) 2003: Monster distributed shares of Hudson Global to its stockholders, creating a new, independent, publicly held company 2003-2013: Poor business structure and very poor leadership led to poor operating and financial performance Hudson Global: Our History 2013-2014 202020192015-2018 2013 – 2014 Current CEO, Jeff Eberwein, invested in HSON shares and gained shareholder representation on the Board to improve performance 2015 BoD implemented a series of measures designed to enhance stockholder rights including: • Declassified the Board – directors elected annually • Allowed stockholders to call special meetings • Eliminated all supermajority voting requirements • Allowed stockholders to act by written consent • Eliminated cash compensation to the Board • Implemented a plan to protect valuable NOL asset 2015 Announced a $10M share purchase plan (completed by 6/30/23) 2016 Paid two cash dividends totaling $3.4M 2015 – 2018 BoD initiated a strategic review to enhance stockholder value with a focus on selling non-core businesses; completed three divestitures to exit the agency recruitment business and focus on global RPO business 2019 Completed tender offer for 7.7% of total shares outstanding at a purchase price of $15 per share Q3 & Q4, 2019 Growth in RPO profits and reductions in Corporate Costs enabled Hudson Global to cross over into profitability 2020 Purchased 8.8% of total shares outstanding in two block trades at a purchase price of $8.63 per share 2021 2022 Expanding Through Acquisitions 2020 Acquired Coit Group, a San Francisco- based RPO provider, to expand further into tech sector; established office in San Francisco 2021 Acquired Karani, LLC, a Chicago- headquartered recruiting services provider that serves mainly U.S.- based customers from its operations in India and the Philippines 2022 Acquired Hunt & Badge Expanded Hudson RPO’s footprint further into the India recruitment market with an array of impressive deep client relationships with notable multinational companies 2023 Acquired Hudson Singapore, a recruitment services provider based in Singapore, significantly increasing Hudson RPO’s market presence in Southeast Asia 2023 Q3 2023 Announced a $5M share purchase plan (following the completion of a $10 million plan authorized in 2015)
© 2023 Hudson RPO. All rights reserved. 5 Supplies its own staff, methodologies, technology, and analytics RPO Assumes ownership of talent solution design and management of recruitment process Assumes client’s staff and work within their technology platform and takes responsibility for the results Services are aligned with client’s long-term objectives and strategic growth plans Offers enterprise-wide and project-based solutions and optimizes client’s talent procurement process Implements an end-to-end recruitment solution, offers efficiencies and value Personnel can be located on-site at the client’s offices or offsite centralized facilities Offshore, shared-service facilities perform work for multiple clients in multiple time zones What is Recruitment Process Outsourcing (RPO)? RPO is in the Business Services sector and part of the Business Process Outsourcing (“BPO”) and Human Capital Management (“HCM”) subsectors RPO involves an employer utilizing an external service provider to perform all or part of its recruitment processes, often replacing work performed by external recruitment agencies and/or in-house teams RPO vs. Traditional Recruiting © 2023 Hudson RPO. All rights reserved. 6 RPO market by segment • On-demand RPO segment contributed approx. 80% of the total market revenues in 2020. Estimated to retain its dominant position in the market throughout the forecast period. • End-to-end RPO segment is projected to grow with the highest CAGR of about 14.3% during the forecast period. RPO market by Industry • Leading industries: IT and telecommunication (28% market share in 2021), ITeS & BPO and BFSI segments require large workforce and massive recruitment; expected to retain the leading position throughout the forecast period. • Fastest growing: Healthcare and e-commerce segments are projected to register the highest growth in the market during the forecast period of 17% and 16.2% respectively. RPO market by Geography • Dominated by North America (40% of the total market revenue in 2021). • North America is among the first adopters of RPO services with strong penetration in small and medium as well as large enterprises. • North America expected to hold its dominant position throughout the forecast period. RPO – a Fast Growing Market(1) 13.9% CAGR Estimated growth for the global RPO market (2021 – 2030) (1) https://www.researchandmarkets.com/reports/5641387/recruitment-process-outsourcing-rpo- market?utm_source=CI&utm_medium=PressRelease&utm_code=rrwmxk&utm_campaign=1744226+- +Global+Recruitment+Process+Outsourcing+(RPO)+Market+to+Grow+by+13.9%25+Annually+Through+2030&utm_exec=como322prd 2021 2030 E Estimated Growth for Global RPO Market © 2023 Hudson RPO. All rights reserved. 7 RPO Model vs. Recruitment Agency Model • The RPO industry market worldwide accounted for revenue of $6.9B in 2019; projected to expand at a CAGR of 13.9% from 2021 to 2030 (1) • We believe the RPO industry is taking share from traditional recruitment agencies for the reasons below: (1) https://www.researchandmarkets.com/reports/5641387/recruitment-process-outsourcing-rpo-market?utm_source=CI&utm_medium=PressRelease&utm_code=rrwmxk&utm_campaign=1744226+-+Global+Recruitment+Process+Outsourcing+(RPO)+Market+to+Grow+by+13.9%25+Annually+Through+2030&utm_exec=como322prd Factor Location of Service Provider Ownership of Recruitment Process Candidate Quality Candidate Experience Proactive Recruitment Cost to Client Level of Client Engagement Duration of Relationship with Client Depth of Relationship with Client Delivery Model Pricing Model Length of Contract Recurring Revenues Initial Sales Process RPO Model On-Site and Centers of Excellence High Consistently Good High/Brand Ambassadors Strong/Maintain Talent Pools Lower, especially as volume increases Very High (Partnership) Long/Recurring Very Deep and Wide Client-Focused/Subject Matter Expertise Combination of fixed monthly management fees and variable fees Solution-based and typically multi-year with high renewal rates High Long Recruitment Agency Model Never On-Site and No Centers of Excellence Low Uneven Consistency Uneven Low High Transactional Transactional Shallow/Transactional Role-Focused or Candidate-Focused Purely Variable/Transactional Transactional Low Short © 2023 Hudson RPO. All rights reserved. 8 Hudson RPO: Regional Market Observations (1) https://www.hudsonrpo.com/newsroom/hro-today-bakers-dozen-apac/ (2) https://www.hudsonrpo.com/newsroom/hro-today-bakers-dozen-emea/ AMERICAS • Large market size • Particularly strong in Technology, Life Sciences, Healthcare, and Financial Services • Growing presence in Canada and Latin America, especially for large multinationals creating regional hubs • Acquired Coit Group, a San Francisco-based RPO provider specializing in the technology sector (October 2020) • Acquired Karani, LLC, a Chicago-HQ recruiting services provider with clients in the US, but operations in India and the Philippines (October 2021) • Small RPO or MSP companies in this region could become acquisition targets • Center of Excellence in Tampa, FL • Consistently ranked as a top RPO provider in APAC(1) • Strong market adoption for RPO in Australia, China, HK, and Singapore and Hudson RPO has a very strong presence in these markets – Hudson’s first ever RPO project was in 1999 for J&J in Australia and was one of the first RPO projects in history • Growing rapidly in SE Asia via hub in Singapore • Expanded presence in SE Asia through local partnerships in Taiwan, Malaysia, Philippines, Thailand, Vietnam, and South Korea; partnerships allow Hudson RPO to embed teams in these countries as requested by clients • Acquired Hudson Singapore, a recruitment services provider based in Singapore, to significantly increase market presence • Centers of Excellence in India, Manila, Philippines, and Shanghai, China • Ranked among the top RPO providers in EMEA(2) • UK market is large and well-developed • Emerging market in continental Europe with growth from large multinationals benefiting from RPO solutions in the US and UK • Particularly strong in Life Sciences, Financial and Business Services, and Consumer • Smaller RPO or MSP companies in this region could become acquisition targets • Center of Excellence in Edinburgh, Scotland ASIA-PACIFIC EMEA
© 2023 Hudson RPO. All rights reserved. 9 Hudson RPO: Centers of Excellence (COEs) Tampa, Florida, US Edinburgh, Scotland Manila, Philippines Shanghai, China India © 2023 Hudson RPO. All rights reserved. 10 Hudson RPO’s Strengths FOCUS • Professional Services – comprehensive talent acquisition and total talent solutions for employers needing mission-critical, professional talent • Senior Management to Entry Level – we partner with our clients at every level • Mid-to-Large Sized Corporations – focus on custom-built solutions for all of our clients • Emerging Growth Companies – we partner with clients at every stage of their growth/life cycle • RPO to Total Talent Solutions – grow current RPO solutions, build first generation RPO programs, and offer value-added talent solutions • We focus on clients where acquiring and retaining top talent, and specialized talent, is the key to business success • Our clients partner with us based on value and outcomes given the critical importance of talent to their businesses and the customized nature of our solutions • We immerse ourselves in our clients’ culture, business, and needs so we can deliver the best solutions creating valuable, long-term partnerships • Subject Matter Expertise in each sector is a key differentiator in our client solutions • Disciplined execution delivers efficiencies and effective outcomes to our clients • We have a prestigious client portfolio and a high retention rate because we work diligently to truly partner with our clients and we evolve our solutions to best support our clients’ growth, needs, and objectives • Hudson RPO’s global and regional leadership teams have deep expertise across Human Capital solutions and have high tenure at Hudson RPO and on-site with our clients • Hudson RPO’s teams are committed to a culture of engaged leadership, disciplined execution, and profitable growth • Hudson RPO rates very favorably on service, performance, and results relative to our competition as measured by independent client surveys done via SharedXpertise for the HRO Today’s Baker’s Dozen Program(1) • Hudson RPO has been recognized on the Baker’s Dozen List for fourteen consecutive years CLIENTS TEAM © 2023 Hudson RPO. All rights reserved. 11 Value in implementing Hudson RPO’s HR solutions Customized Technology-Enabled Solutions The Hudson RPO Tech Solution BRAND SOURCE ENGAGE & ASSESS OFFER & ONBOARD POST HIRE RECRUITMENT PROCESS ADMIN PLAN MEASURE TalentMax Automate and Reduce Administration Increase Recruiter Productivity Accelerate Time-To-Fill Reduce Cost-Per-Hire Better & Faster Candidate Screening Facilitate Collaborative Hiring Enhanced Candidate Experience Improve Quality of Hire Increased Process Compliance Enhanced Sales Offering © 2023 Hudson RPO. All rights reserved. 12 Value in implementing Hudson RPO’s HR solutions Comprehensive Technology-Enabled Solutions Automated Overnight Sourcing Mobile Enabled Candidate Engagement Targeted Email Campaigns Candidate Talent Intelligence Integrated Video Interviewing Targeted Text Campaigns Talent Communities & Sharing Driving Engagement Through Technology Hudson RPO’s team: • Works with all HR technologies • Has deep knowledge of leading-edge technology tools • Consults and advises clients every step of the process
Financial Highlights © 2023 Hudson RPO. All rights reserved. 14 Excludes cost pass-throughs of Contracting Adjusted Net Revenue by Region Full Year 2021 Full Year 2022 Americas 40% EMEA 18% APAC 42% $27.1M $12.5M $28.6M $68.2M Americas 49% EMEA 16% APAC 35% $49.0M $15.9M $34.3M $99.2M © 2023 Hudson RPO. All rights reserved. 15 FY 2022 Financial Highlights (1) 13.7% organic revenue growth excludes $8.5M from the Karani and Hunt & Badge acquisitions. (2) 33.1% organic adjusted net revenue growth excludes $8.5M from the Karani and Hunt & Badge acquisitions. FY 2022 exhibited strong growth vs. FY 2021 with revenue, adjusted net revenue, and adjusted EBITDA growth in all three regions $200.9M Revenue +18.7% from FY 2021 $3.38 Adjusted EPS (Non-GAAP) vs $2.04 in FY 2021 $99.2M Adjusted Net Revenue +45.6% from FY 2021 $16.4M Adjusted EBITDA (Non-GAAP) vs $10.0M in FY 2021 (1) (2) © 2023 Hudson RPO. All rights reserved. 16 LTM Financial Highlights LTM performance was impacted by lower hiring activity, particularly in the technology sector; activity in other sectors remains in line with expectations. Continued to win new business; well positioned to respond to client needs going forward. $171.0M Revenue $1.15 Adjusted EPS (Non-GAAP) $85.9M Adjusted Net Revenue $8.2M Adjusted EBITDA (Non-GAAP)
© 2023 Hudson RPO. All rights reserved. 17 Hudson RPO: Improved Margins & Reduced Expenses (1) Before corporate costs of Hudson Global. 0% 5% 10% 15% 20% 25% RPO Adj EBITDA(1) as % of Adjusted Net Revenue (Rolling 4 Quarter Average) Goal 60% 70% 80% 90% 100% Salaries & Related(1) as % of Adjusted Net Revenue (Rolling 4 Quarter Average) Profit Margin Improvement Salaries & Related Expenses Goal Significant Reduction in Corporate Costs 5.6 4.1 3.3 3.4 3.7 2.4 1.1 0.8 0.6 0.3 $- $1 $2 $3 $4 $5 $6 $7 $8 $9 2018 2019 2020 2021 2022 Non recurring expenses Corporate costs $8.1M $5.2M $4.1M $4.1M $4.0M Vision & Growth Strategy © 2023 Hudson RPO. All rights reserved. 19 Hudson Global’ Vision and Mission Our VISION Become top RPO provider of professional roles in the industry Our MISSION Maximize value for our stockholders over the long term © 2023 Hudson RPO. All rights reserved. 20 Business Strategy (1) https://www.researchandmarkets.com/reports/5641387/recruitment-process-outsourcing-rpo- market?utm_source=CI&utm_medium=PressRelease&utm_code=rrwmxk&utm_campaign=1744226+- +Global+Recruitment+Process+Outsourcing+(RPO)+Market+to+Grow+by+13.9%25+Annually+Through+2030&utm_exec=como322prd • Global RPO market expected to grow at a CAGR of 13.9% from 2021 to 2030(1) • Hudson RPO’s goal is to exceed market growth rate (i.e., gain share) – Superior service and delivery – Go deeper and broader with existing clients – Grow in existing markets and expand into new markets to support our clients’ needs – Add new clients then “land and expand” • Hudson RPO is investing in people and technology to accelerate its growth • Leverage existing strong reputation by expanding marketing efforts, including social media and website • Reduced complexity left over from legacy businesses • Both corporate and regional • No impact on revenues or growth • Expand capabilities and capacity, not just growth for growth’s sake • Deepen geographic and/or sector presence • Add new talent and skill sets • Immediately accretive • Utilize NOL • Will be opportunistic/price sensitive • Goal is to maximize long-term value per share, not just “return cash” • Balance with acquisition opportunities Grow RPO Keep Overhead Expenses LowInvestigate Acquisition Opportunities Repurchase Stock
© 2023 Hudson RPO. All rights reserved. 21 Financial Goals • Grow profitability over time • Turning profitable in mid-2019 was a watershed event in our Company’s history • Generate high returns on internal growth projects • Adjusted EBITDA margin goal of 25% of Adjusted Net Revenue at RPO level (i.e., pre Corporate Costs) vs. Q3 2023 rolling four quarters of 13.9% – Keep Corporate Costs low, even as profits from operating businesses grow – Adjusted EBITDA / Adjusted Net Revenue margins of mid-teens at the corporate level (i.e., after Corporate Costs) • Maximize earnings per share over the long term through: – Growing revenue faster than costs, leading to increasing Adjusted EBITDA margins – Controlling overhead and other fixed costs so these costs will decline as a percentage of revenue over time – Reducing share count through opportunistic stock repurchases PROFITABILITY INTERNAL GROWTH EBITDA MARGIN MAXIMIZE EPS © 2023 Hudson RPO. All rights reserved. 22 Characteristics of Potential Targets: • Easy to understand business model complementary to existing Hudson RPO business; cost and revenue synergies • No start-ups or venture-type businesses • Profitable, high margin, high growth • Low/no capex and high FCF/high cash conversion (excluding cash used for working capital) • Additional bolt-on/roll-up opportunities after initial acquisition • Existing operating management willing to stay, at least initially Possible Examples: • RPO: RPO bolt-ons for Hudson RPO, especially in Americas and EMEA • HCM: businesses adjacent to/complementary to RPO, which could include MSP, Contracting / Staffing, and Talent Advisory (1) Human Capital Management, which includes RPO, MSP (Managed Service Provider), and other talent-related solutions businesses. Disciplined Acquisition Strategy HCM (1) Professional Services All Service Businesses All Asset-Lite Businesses Business Services Focus on core RPO business, or complementary businesses within HCM © 2023 Hudson RPO. All rights reserved. 23 October 2020 • Significantly expanded Hudson RPO’s tech presence in the US; new Hudson office in San Francisco • Established, profitable business with strong client base • Coit’s founders (Joe Belluomini and Tim Farrelly) became co-CEOs of Hudson RPO’s newly formed Technology Group • Combination of cash, shares, promissory note, and earn-out agreements Expanding Capabilities and Geographic Footprint Recent Acquisitions Footer Coit Group Karani Hunt & Badge Hudson Singapore October 2021 • Expanded Hudson RPO’s global delivery capability by adding substantial presence in India and Philippines • Strong partnerships supporting recruitment and staffing firms based in the US • Large and growing client base supported by over 500 employees in India and 125 in the Philippines • Expanded Hudson RPO’s expertise in technology recruitment • All current employees of Karani and its subsidiaries joined Hudson RPO, except for owner and CEO who retired • Combination of cash and promissory note August 2022 • Expanded Hudson RPO’s footprint further into the India recruitment market • Compliments Karani’s offerings with many potential synergies between the two companies • Partners with companies of all sizes, including well-known multinationals, across a variety of industries November 2023 • Has a 30-year track record of senior placements and project recruitment work • Large client base across Southeast Asia including Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia • Offers Hudson RPO cross-selling services among Hudson Singapore’s diverse, blue chip client base © 2023 Hudson RPO. All rights reserved. 24 Kimberly Hubble Darren Lancaster Hudson RPO Management Team Paula Nolan Joe Belluomini Tim Farrelly Global Account Director • 24 years in industry • 21 years at Hudson RPO Hudson RPO Technology Group Co-CEO • 20 years in industry • Joined Hudson RPO with acquisition of Coit Group Hudson RPO Technology Group Co-CEO • 20 years in industry • Joined Hudson RPO with acquisition of Coit Group CEO RPO APAC • 29 years in industry • 29 years at Hudson RPO CEO RPO APAC • 25 years in industry • 12 years at Hudson RPO Jake Zabkowicz Global CEO • 11 years in industry • Joined Hudson RPO November 2023
© 2023 Hudson RPO. All rights reserved. 25 Corporate Management & Finance Team Hudson Global Jeff Eberwein Hudson Global CEO & Director • Chairman of the Board from 2015 to 2018 • 25 years of Wall Street experience • Formed Lone Star Value Management in 2013 • Former portfolio manager at Soros Fund Management and Viking Global Investors • Chairman of the Board at one other publicly traded company Hudson Global CFO • Formerly Vice President of Finance at Hudson Global prior to assuming CFO role • 25 years of finance experience • Served in variety of finance and control roles at PepsiCo from 2001 to 2018 • Held director roles in Financial Reporting, Financial Analysis, and Technical Accounting and Policy at PepsiCo • Certified Public Accountant Hudson RPO Global Finance Director • Started with Hudson in 2015 • Based in Glasgow heading up the Global Finance shared service function • Previously worked in various Finance roles in UK and the Middle East • FCCA qualified with 24 years of experience in various industries Matt Diamond Seonaid MacMillan © 2023 Hudson RPO. All rights reserved. 26 Mimi Drake Connia Nelson Robert Pearse Board of Directors(1) Hudson Global (1) Independent members Board Chair • Co-CEO of Permit Capital Advisors, LLC • Served as Founding Board Member of 100 Women in Finance Director • SVP & Chief HR Officer of LifeWay Christian Resources • Former SVP – Human Resources of Verizon Communications, Inc. Director • Managing Partner of Yucatan Rock Ventures • Served as a director of several public companies © 2023 Hudson RPO. All rights reserved. 27 ESG Considerations Environmental • Committed to continuous improvement in managing the environmental impact of our business operations Social • “People-first” company with corporate policies in place and a strong global team of individuals that believe in diversity, equity and inclusion • Global Diversity, Equality, and Inclusion (“DEI”) Program, sponsored by the Division CEOs; this program is designed to: – Promote DEI initiatives within the Company such as launching training programs and diagnostic tools – Aid in partnering with our clients to accelerate their DEI recruitment, onboarding, sourcing, and branding efforts as well, helping them to be reflective of their global multicultural customer base • Anti-harassment and non-discrimination training available company wide • Employees’ health and safety was our first priority during COVID-19 Governance • Commitment to accountability and transparency • Strive for diversity among board members, management, and employees – Of 1,200 people employed worldwide, approximately 60% are female – 50% of the Company’s Board being diverse (by race, gender, and ethnic diversity combined) Appendix
© 2023 Hudson RPO. All rights reserved. 29 Last Twelve Months (LTM) Reconciliation of Non-GAAP Financial Measures 1. Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. 2. Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating (income) expense, stock-based compensation expense, and other non-recurring severance and professional fees (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies. 3. Represents compensation expense payable per the terms of acquisition agreements. Reconciliation of Net Income to Adjusted EBITDA, Adjusted EBITDA-RPO, and Corporate Costs (In thousands, unaudited) For The Last Twelve Months Ended September 30, 2023 Americas Asia Pacific Europe RPO Business Corporate Total Revenue, from external customers $ 35,066 $ 108,891 $ 27,001 $ 170,958 $ - $ 170,958 Adjusted net revenue, from external customers (1) $ 33,650 $ 35,301 $ 16,930 $ 85,881 $ - $ 85,881 Net income $ 1,527 Provision for income taxes 1,822 Interest income, net (339) Depreciation and amortization 1,437 EBITDA (loss) (2) $ (1,514) $ 7,204 $ 1,519 $ 7,209 $ (2,762) 4,447 Non-operating expense (income), including corporate administration charges 671 1,226 451 2,348 (2,109) 239 Stock-based compensation expense 538 222 253 1,013 506 1,519 Non-recurring severance and professional fees 228 77 125 430 646 1,076 Compensation expense related to acquisitions (3) 958 - - 958 - 958 Adjusted EBITDA (loss) (2) $ 881 $ 8,729 $ 2,348 $ 11,958 $ (3,719) $ 8,239 Per Diluted Share Last Twelve Months Ended September 30, 2023 Net income $ 0.49 Non-recurring items (after tax) 0.34 Compensation expense related to acquisitions (after tax) (2) 0.32 Adjusted net income (3) $ 1.15 © 2023 Hudson RPO. All rights reserved. 30 FY 2022 Reconciliation of Non-GAAP Financial Measures For The Year Ended December 31, 2022 Americas Asia Pacific Europe RPO Business Corporate Total Revenue, from external customers $ 51,639 $ 118,149 $ 31,129 $ 200,917 $ — $ 200,917 Adjusted net revenue, from external customers (1) $ 48,990 $ 34,278 $ 15,942 $ 99,210 $ — $ 99,210 Net income $ 7,129 Provision for income taxes 2,331 Interest income, net (83) Depreciation and amortization 1,378 EBITDA (loss) (2) $ 4,877 $ 7,282 $ 1,501 $ 13,660 $ (2,905) 10,755 Non-operating expense (income), including corporate administration charges 711 1,151 253 2,115 (2,155) (40) Stock-based compensation expense 713 302 282 1,297 1,021 2,318 Non-recurring severance and professional fees 306 86 1 393 324 717 Compensation expense related to acquisitions (3) 2,651 — — 2,651 — 2,651 Adjusted EBITDA (loss) (2) $ 9,258 $ 8,821 $ 2,037 $ 20,116 $ (3,715) $ 16,401 Reconciliation of Net Income to Adjusted EBITDA, Adjusted EBITDA-RPO, and Corporate Costs (In thousands, unaudited) Per Diluted Share Twelve Months Ended December 31, 2022 Net income $ 2.27 Non-recurring items (after tax) 0.23 Compensation expense related to acquisitions (after tax) (2) 0.88 Adjusted net income (3) $ 3.38 1. Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations. 2. Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating (income) expense, stock-based compensation expense, and other non-recurring severance and professional fees (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies. 3. Represents compensation expense payable per the terms of acquisition agreements. © 2023 Hudson RPO. All rights reserved. 31 FY 2021 Reconciliation of Non-GAAP Measures Reconciliation of Net Income to Adjusted EBITDA, Adjusted EBITDA-RPO, and Corporate Costs (In thousands, unaudited) For The Year Ended December 31, 2021 Americas Asia Pacific Europe RPO Business Corporate Total Revenue, from external customers $ 28,797 $ 118,597 $ 21,813 $ 169,207 $ - $ 169,207 Adjusted net revenue, from external customers (1) $ 27,087 $ 28,561 $ 12,509 $ 68,157 $ - $ 68,157 Net income $ 3,227 Provision for income taxes 1,117 Interest income, net (33) Depreciation and amortization 597 EBITDA (loss) (2) $ 1,801 $ 5,452 $ 1,007 $ 8,260 $ (3,352) 4,908 Non-operating expense (income), including corporate administration charges 386 1,399 331 2,116 (2,033) 83 Stock-based compensation expense 556 324 246 1,126 1,298 2,424 Non-recurring severance and professional fees 23 - - 23 637 660 Compensation expense related to acquisitions (3) 1,969 - - 1,969 - 1,969 Adjusted EBITDA (loss) (2) $ 4,735 $ 7,175 $ 1,584 $ 13,494 $ (3,450) $ 10,044 Per Diluted Share Twelve Months Ended December 31, 2021 Net income $ 1.07 Non-recurring items (after tax) 0.22 Compensation expense related to acquisitions (after tax) (2) 0.75 Adjusted net income (3) $ 2.04 (1) Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations. (2) Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other non-recurring expenses (“Adjusted EBITDA”) are presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies. (3) Represents compensation expense payable per the terms of acquisition agreements. © 2023 Hudson RPO. All rights reserved. 32 FY 2020 Reconciliation of Non-GAAP Measures Reconciliation of Net Loss to Adjusted EBITDA, Adjusted EBITDA-RPO, and Corporate Costs (In thousands, unaudited) For The Year Ended December 31, 2020 Americas Asia Pacific Europe RPO Business Corporate Total Revenue, from external customers $ 10,866 $ 75,633 $ 14,949 $ 101,448 $ - $ 101,448 Adjusted net revenue, from external customers (1) $ 9,598 $ 19,814 $ 9,669 $ 39,081 $ - $ 39,081 Net loss $ (1,243) Provision for income taxes 535 Interest income, net (149) Depreciation and amortization 179 EBITDA (loss) (2) $ (1,044) $ 2,877 $ 481 $ 2,314 $ (2,992) (678) Non-operating expense (income), including corporate administration charges and PPP loan forgiveness (1,076) 1,002 (74) (148) (1,641) (1,789) Stock-based compensation expense 88 60 6 154 583 737 Non-recurring severance and professional fees 528 - - 528 755 1,283 Compensation expense related to acquisitions (3) 91 - - 91 - 91 Adjusted EBITDA (loss) (2) $ (1,413) $ 3,939 $ 413 $ 2,939 $ (3,295) $ (356) (1) Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Consolidated Statements of Operations. (2) Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income, business reorganization expenses, stock-based compensation expense, and other non-recurring expenses (“Adjusted EBITDA”) are presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies. (3) Represents compensation expense payable per the terms of acquisition agreements. Per Diluted Share Twelve Months Ended December 31, 2020 Net loss $ (0.43) Non-recurring items (after tax) (0.01) Compensation expense related to acquisitions (after tax) (1) 0.06 Adjusted net loss (2) $ (0.38)
© 2023 Hudson RPO. All rights reserved. 33 FY 2019 Reconciliation of Non-GAAP Measures Reconciliation of Net Loss to Adjusted EBITDA, Adjusted EBITDA-RPO, and Corporate Costs (In thousands, unaudited) For The Year Ended December 31, 2019 Americas Asia Pacific Europe RPO Business Corporate Total Revenue, from external customers $ 13,565 $ 61,438 $ 18,808 $ 93,811 $ - $ 93,811 Adjusted net revenue, from external customers (1) $ 12,291 $ 21,177 $ 10,098 $ 43,566 $ - $ 43,566 Net loss $ (955) Loss from discontinued operations, net of income taxes (113) Loss from continuing operations (842) Benefit from income taxes (540) Interest income, net (617) Depreciation and amortization expenses 85 EBITDA (loss) (2) $ 60 $ 2,194 $ 84 $ 2,338 $ (4,252) (1,914) Non-operating expense (income), including corporate administration charges 563 957 544 2,064 (1,726) 338 Stock-based compensation expense 26 102 8 136 825 961 Non-recurring severance and professional fees - - - - 1,072 1,072 Adjusted EBITDA (loss) (2) $ 649 $ 3,253 $ 636 $ 4,538 $ (4,081) $ 457 (1) Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Consolidated Statement of Operations. (2) Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other non-recurring expenses (“Adjusted EBITDA”) are presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Furthermore, EBITDA and adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies. Per Diluted Share Twelve Months Ended December 31, 2019 Net loss $ (0.30) Non-recurring items (after tax) 0.34 Adjusted net income (2) $ 0.04 Questions? Contact us Hudson Global, Inc. Jeffrey E. Eberwein CEO 203-489-9501 / ir@hudsonrpo.com Investor Relations The Equity Group Inc. Lena Cati 212-836-9611 / lcati@equityny.com © 2023 Hudson RPO. All rights reserved.
