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STOCK BASED COMPENSATION | 6 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK BASED COMPENSATION | STOCK-BASED COMPENSATION On July 13, 2022, the stockholders of the Company approved the DHI Group, Inc. 2022 Omnibus Equity Award Plan, which had been previously approved by the Company's Board of Directors on May 13, 2022 (the "2022 Omnibus Equity Award Plan"). The 2022 Omnibus Equity Award Plan generally mirrors the terms of the Company's prior omnibus equity award plan, which expired in accordance with its terms on April 20, 2022 (the "2012 Omnibus Equity Award Plan"). On April 26, 2023, the stockholders of the Company approved the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated, which had been previously approved by the Company’s Board of Directors on March 16, 2023 (the "2022 Omnibus Equity Award Plan, as Amended and Restated"). The 2022 Omnibus Equity Award Plan was amended and restated to, among other things, increase the number of shares of common stock authorized for issuance as equity awards under the plan by 2.9 million shares. The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and the 2022 Omnibus Equity Award Plan and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated. The Company also offers an Employee Stock Purchase Plan. The Company recorded total stock-based compensation expense of $1.5 million and $2.6 million during the three and six month periods ended June 30, 2025, respectively, and $2.2 million and $4.3 million during the three and six month periods ended June 30, 2024, respectively. At June 30, 2025, there was $7.7 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.0 years. Restricted Stock—Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board. These shares are part of the compensation plan for services provided by the employees or Board members. The closing price of the Company’s stock on the date of grant is used to determine the fair value of the grants. The expense related to restricted stock grants is recorded over the vesting period as described below. There was no cash flow impact resulting from the grants. Restricted stock vests in various increments on the anniversaries of each grant, subject to the recipient’s continued employment or service through each applicable vesting date. Vesting occurs over one year for Board members and over three years for employees. A summary of the status of restricted stock awards as of June 30, 2025 and 2024 and the changes during the periods then ended is presented below:
| Three Months Ended June 30, 2025 |  | Three Months Ended June 30, 2024
| Shares |  | Weighted- Average Fair Value at Grant Date |  | Shares |  | Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period | 2,329,295 |  |  | $ | 2.92 |  |  | 2,960,787 |  |  | $ | 3.65 |
Granted | 933,287 |  |  | $ | 1.64 |  |  | 318,239 |  |  | $ | 2.49 |
Forfeited | (32,835) |  |  | $ | 3.05 |  |  | (54,002) |  |  | $ | 3.71 |
Vested | (327,240) |  |  | $ | 2.54 |  |  | (242,587) |  |  | $ | 3.68 |
Non-vested at end of period | 2,902,507 |  |  | $ | 2.55 |  |  | 2,982,437 |  |  | $ | 3.52 |
Expected to vest | 2,902,507 |  |  | $ | 2.55 |  |  | 2,982,437 |  |  | $ | 3.52 |
| Six Months Ended June 30, 2025 |  | Six Months Ended June 30, 2024
| Shares |  | Weighted- Average Fair Value at Grant Date |  | Shares |  | Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period | 2,672,564 |  |  | $ | 3.39 |  |  | 2,333,436 |  |  | $ | 4.55 |
Granted | 1,777,287 |  |  | $ | 2.14 |  |  | 1,661,739 |  |  | $ | 2.53 |
Forfeited | (426,264) |  |  | $ | 3.21 |  |  | (55,002) |  |  | $ | 3.73 |
Vested | (1,121,080) |  |  | $ | 3.65 |  |  | (957,736) |  |  | $ | 4.31 |
Non-vested at end of period | 2,902,507 |  |  | $ | 2.55 |  |  | 2,982,437 |  |  | $ | 3.52 |
Expected to vest | 2,902,507 |  |  | $ | 2.55 |  |  | 2,982,437 |  |  | $ | 3.52 |
PSUs—PSUs are granted to employees of the Company and its subsidiaries. These shares are granted under compensation agreements that are for services provided by the employees. The fair value of the PSUs is measured at the grant date fair value of the award, which was determined based on an analysis of the probable performance outcomes. The performance period is over one year and is based on the achievement of bookings targets during the year of grant, as defined in the applicable award agreement. The earned shares will then vest over a three year period, one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period. There was no cash flow impact resulting from the grants. A summary of the status of PSUs as of June 30, 2025 and 2024 and the changes during the periods then ended is presented below:
| Three Months Ended June 30, 2025 |  | Three Months Ended June 30, 2024
| Shares |  | Weighted- Average Fair Value at Grant Date |  | Shares |  | Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period | 1,051,309 |  |  | $ | 2.90 |  |  | 1,579,491 |  |  | $ | 3.50 |
Forfeited | (12,964) |  |  | $ | 2.64 |  |  | (22,923) |  |  | $ | 3.52 |
Vested | (5,627) |  |  | $ | 3.46 |  |  | (12,222) |  |  | $ | 3.56 |
Non-vested at end of period | 1,032,718 |  |  | $ | 2.90 |  |  | 1,544,346 |  |  | $ | 3.50 |
Expected to vest | 1,032,718 |  |  | $ | 2.90 |  |  | 1,544,346 |  |  | $ | 3.50 |
| Six Months Ended June 30, 2025 |  | Six Months Ended June 30, 2024
| Shares(1) |  | Weighted- Average Fair Value at Grant Date |  | Shares(2) |  | Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period | 1,420,665 |  |  | $ | 3.55 |  |  | 1,616,962 |  |  | $ | 4.52 |
Granted | 623,000 |  |  | $ | 2.69 |  |  | 960,000 |  |  | $ | 2.54 |
Forfeited | (456,264) |  |  | $ | 2.85 |  |  | (253,214) |  |  | $ | 4.95 |
Vested | (554,683) |  |  | $ | 4.36 |  |  | (779,402) |  |  | $ | 3.99 |
Non-vested at end of period | 1,032,718 |  |  | $ | 2.90 |  |  | 1,544,346 |  |  | $ | 3.50 |
Expected to vest | 1,032,718 |  |  | $ | 2.90 |  |  | 1,544,346 |  |  | $ | 3.50 |
(1) PSUs forfeited during the first quarter of 2025 includes 152,284 PSUs forfeited related to the bookings achievement for the performance period ended December 31, 2024.
(2) PSUs forfeited during the first quarter of 2024 relate to the bookings achievement for the performance period ended December 31, 2023.
Employee Stock Purchase Plan—On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP"). The ESPP was approved by the Company's stockholders on April 21, 2020. The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods. The purchase price per share of common stock is 85% of the lower of the closing stock price on the first or last trading day of each offering period. The offering periods are January 1 to June 30 and July 1 to December 31. The maximum number of shares of common stock available for purchase under the ESPP is 500,000, subject to adjustment as provided under the ESPP. Individual employee purchases are limited to $25,000 per calendar year, based on the fair market value of the shares on the purchase date. As of June 30, 2025, 108,021 shares were eligible for purchase under the ESPP. During each of the three and six months periods ended June 30, 2025, 54,229 shares were issued under the plan. During each of the three and six month periods ended June 30, 2024, 81,874 shares were issued under the plan.

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