Shareholders' Equity and Share-based Payments | 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"). The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and continues to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan. The Company also offers an Employee Stock Purchase Plan. Stock-based compensation disclosures within this note include expense and shares related to the eFC business through June 30, 2021. The Company recorded stock based compensation expense of $9.5 million, $8.3 million, and $6.3 million during the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022, there was $12.8 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.3 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 the restricted stock grants is recorded over the vesting period as described below. There was no cash flow impact resulting from the grants. The 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 two to four years for employees. A summary of the status of restricted stock awards as of December 31, 2022, 2021, and 2020 and the changes during the periods then ended is presented below: Year Ended December 31, 2022 2021 2020 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 3,371,832 $ 2.80 3,877,853 $ 2.49 3,994,787 $ 2.46 Granted 1,238,331 $ 5.13 2,267,683 $ 2.98 2,172,550 $ 2.67 Forfeited (132,218) $ 3.43 (684,976) $ 2.73 (430,136) $ 2.81 Vested (1,838,659) $ 2.68 (2,088,728) $ 2.43 (1,859,348) $ 2.58 Non-vested at end of period 2,639,286 $ 3.96 3,371,832 $ 2.80 3,877,853 $ 2.49 Expected to vest 2,639,286 $ 3.96 3,371,832 $ 2.80 3,877,853 $ 2.49 PSUs— PSUs are granted to employees of the Company and its subsidiaries. These shares are granted under two compensation agreements that are for services provided by the employees. The first agreement expired and was terminated during the first quarter of 2020 and there were no unvested shares as of March 31, 2020. Under the second agreement, the fair value of the PSUs are 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 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. For the performance period ended December 31, 2020, as a result of the COVID-19 pandemic and its impact on the overall economy, the bookings targets were modified during the third quarter of 2020. Accordingly, the Company remeasured the awards. There were no cash flow impact resulting from the grants. A summary of the status of PSUs as of December 31, 2022, 2021, and 2020 and the changes during the periods then ended, is presented below: Year Ended December 31, 2022 2021 2020 Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 1,593,775 $ 2.62 1,352,438 $ 2.50 1,664,650 $ 2.53 Granted (1) 1,553,332 $ 3.77 990,000 $ 2.62 911,460 $ 2.65 Forfeited (2) (93,341) $ 2.40 (161,946) $ 2.63 (695,628) $ 3.26 Vested (966,833) $ 2.64 (586,717) $ 2.32 (528,044) $ 1.88 Non-vested at end of period 2,086,933 $ 3.48 1,593,775 $ 2.62 1,352,438 $ 2.50 Expected to vest 2,086,933 $ 3.48 1,593,775 $ 2.62 1,352,438 $ 2.50 (1) PSUs granted includes 853,332 additional PSUs granted in the first quarter of 2022 related to the bookings achievement for the performance period ended December 31, 2021. (2)PSUs forfeited includes 48,633 PSUs forfeited in the first quarter of 2021 related to the bookings achievement for the performance period ended December 31, 2020. Stock Options— The fair value of each option grant is estimated using the Black-Scholes option-pricing model using the weighted-average assumptions in the table below. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected life (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate and expected dividends. The expected life of options granted is derived from historical exercise behavior. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury rates in effect at the time of grant. The stock options vest 25% after one year, beginning on the first anniversary date of the grant, and 6.25% each quarter following the first anniversary. There was no cash flow impact resulting from the grants. No stock options were granted during the years ended December 31, 2022, 2021, and 2020. There were no options outstanding as of December 31, 2022. A summary of the status of options previously granted as of December 31, 2021, and 2020, and the changes during the periods then ended is presented below: Year Ended December 31, 2021 Options Weighted-Average Exercise Price Aggregate Intrinsic Value Options outstanding at January 1 110,000 $ 7.40 $ — Forfeited (110,000) $ 7.40 — Options outstanding at December 31 — $ — $ — Exercisable at December 31 — $ — $ — Year Ended December 31, 2020 Options Weighted-Average Exercise Price Aggregate Intrinsic Value Options outstanding at January 1 190,000 $ 8.28 $ — Forfeited (80,000) $ 9.48 — Options outstanding at December 31 110,000 $ 7.40 $ — Exercisable at December 31 110,000 $ 7.40 $ — 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 |