Dhi Group, Inc 10-K for FY2023

Dhi Group, Inc. (DHX)

10-K 2024-02-08 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Dhi Group, Inc filed this 10-K on February 8, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $151.88M; up 1.5% from $149.68M a year earlier
Net income: $3.49M; down 16.4% from net income of $4.18M a year earlier
Diluted EPS: $0.08; down 11.1% from $0.09 a year earlier

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Delaware						20-3179218
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6465 South Greenwood Plaza, Suite 400
Centennial, Colorado						80111
(Address of principal executive offices)						(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DHX	New York Stock Exchange


		Page
PART I.
Item 1.	Business	5
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	29
Item 1C.	Cybersecurity	29
Item 2.	Properties	30
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	31

PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6.	Reserved	33
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	79
Item 9A.	Controls and Procedures	79
Item 9B.	Other Information	81
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	81

PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	82
Item 11.	Executive Compensation	82
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	82
Item 13.	Certain Relationships and Related Transactions and Director Independence	82
Item 14.	Principal Accountant Fees and Services	82

PART IV.
Item 15.	Exhibits and Financial Statement Schedules	83
Item 16.	Form 10-K Summary	87


(in thousands)	FY 2023			FY 2022			Change
Revenues	$	151,878		$	149,680		1	%
Operating income	$	6,288		$	5,560		13	%

Income before income taxes	$	3,622		$	3,597		1	%
Net income(1)	$	3,491		$	4,176		(16)	%
Diluted earnings per share(1)	$	0.08		$	0.09		(11)	%
Net cash flows from operating activities	$	21,345		$	36,035		(41)	%


Adjusted EBITDA (2)	$	36,254		$	30,950		17	%
Adjusted EBITDA Margin (2)	24		%	21		%	n.m.

(1) For the year ended December 31, 2023, net income and diluted earnings per share includes the net negative impact of impairment of investment, severance and related costs, gain on investment and restructuring, all net of tax, and discrete tax items of $0.9 million, or $0.02 per diluted share. Net income and diluted earnings per share for the year ended December 31, 2022 includes the net positive impact of income from investments, proceeds from settlement, impairments and severance and related costs, all net of tax, and discrete tax items of $1.9 million, or $0.04 per share.
(2) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report.


2023 Highlights						In 2023, DHI focused its efforts on operating effectively and efficiently while continuing to strengthen its industry-leading product offerings expertly helping employers find, attract and hire top tech talent, and assisting technology professionals with managing their careers amidst ongoing uncertainty in the economy impacting tech hiring. Despite the weak demand environment, DHI continued to grow revenue, albeit at a reduced 1% rate. More importantly, DHI managed expenses carefully, which drove Adjusted EBITDA margin from 21% in 2022 to 24% in 2023. Dice delivered multiple product releases enhancing the client and technologist experience and ClearanceJobs added the community engagement features of a social network for its security cleared professionals to create even higher levels of engagement. DHI also won several employer branding awards, demonstrating its commitment to a vibrant and engaged culture.

Stable Financial Performance						Despite the over 40% down shift in tech job postings this past year due to the uncertain economic environment, DHI achieved 1% year over year revenue growth. We believe that as the demand for technology professionals normalizes, DHI will return to a higher growth rate, especially given the interest in Artificial Intelligence (AI) skills that are expected to define this decade. Dice and ClearanceJobs 2023 revenue renewal rates remained strong at 85% and 95%, respectively, while retention rates for the year were 101% for Dice and 111% for ClearanceJobs, demonstrating larger more stable clients continue to find value in our services. Our churn continued to be isolated to smaller clients with less than $10,000 in annual spend. DHI also improved its Adjusted EBITDA Margin to 24% while continuing to invest in future growth for when the economy stabilizes. Recognizing the continued risks inherent in the economy, the company is favoring lower debt in the current environment. Cash was $4.2 million at the end of 2023 and total debt was $38.0 million under our $100 million facility.

Leading Engagement for Tech/Cleared Candidates						Dice’s Match AI algorithms continued to improve this year, driven by years of training on job postings and candidate profiles to validate a tech professional's skills and experience. Dice’s new Connections feature encourages technology candidates and recruiters to form connections through respective profiles and view these connections in a network dashboard, helping recruiters build a pipeline of relevant candidates and allowing tech professionals to engage with companies of interest. Both Dice and ClearanceJobs released the “Expressed Interest” feature allowing candidates to show interest in a job posting short of filling out a lengthy job application. This feature has already been used hundreds of thousands of times since it launched in March 2023. ClearanceJobs released its first native mobile app allowing candidates to engage in their search process on a smartphone device.

Inspired and Respected Place to Work						We firmly believe that the success of our company starts with our culture and ability to attract and retain great team members. For the second time, DHI was certified as Great Place to Work®, it ranked 47th on Newsweek’s list of Top 100 Most Loved Workplaces for 2023 and was named as a Fast Company Best Workplace for Innovators in 2023. Additionally, the Company re-opened a larger office in New York City to support its vibrant sales team and recently moved to a new modern office space in Des Moines, Iowa to further establish its hybrid work environment and foster its culture of collaboration.


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Service	Yrs. in Operation	Specialized Focus	Primary Source of Revenues
Dice1	33	Technology and engineering in the U.S.	Recruitment packages2 and career events
ClearanceJobs	21	Security-cleared professionals	Recruitment packages2

1 Includes Career Events
2 Recruitment packages are subscription based products that provide access to our candidate profiles and/or the ability to post jobs.


Period	(a) Total Number of Shares Purchased [1]	(b) Average Price Paid per Share [2]		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [3]	(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 through October 31, 2023	—	$	—	—	$	4,796,796
November 1 through November 30, 2023	—	$	—	—	$	4,796,796
December 1 through December 31, 2023	—	$	—	—	$	4,796,796
Total	—	$	—	—
[1] No shares of our common stock were purchased other than through a publicly announced plan or program.
[2] Average price paid per share includes costs associated with the repurchases.
[3] On February 9, 2023, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $10.0 million of the Company's common stock through February 2024. The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not oblige us to acquire any particular amount of our common stock. The Board of Directors may suspend, modify, or terminate the repurchase program at any time without prior notice.


	12/31/2018		12/31/2019		12/31/2020		12/31/2021		12/31/2022		12/31/2023
DHX	$	100.00	$	198.03	$	146.05	$	410.53	$	348.03	$	170.39
Russell 2000	$	100.00	$	125.52	$	150.58	$	172.90	$	137.56	$	160.85
Dow Jones Internet Composite Index	$	100.00	$	119.65	$	183.07	$	195.42	$	106.75	$	162.11


Recruitment Package Customers
			Increase (Decrease)	Percent Change
Recruitment Package Customers:	December 31, 2023	December 31, 2022
Dice	5,492	6,311	(819)	(13)%
ClearanceJobs	2,055	2,064	(9)	—%


Average Annual Revenue per Recruitment Package Customer (1)
	FY 2023		FY 2022		Increase (Decrease)		Percent Change
Dice	$	15,631	$	14,664	$	967	7%
ClearanceJobs	$	21,164	$	19,080	$	2,084	11%
(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a thirty day month. The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.


Summary of Deferred Revenue and Backlog:	December 31, 2023		December 31, 2022		Increase		Percent Change
	(in thousands, except percentages)
Deferred Revenue	$	49,971	$	50,864	$	(893)	(2)	%
Contractual commitments not invoiced	58,126		66,391		(8,265)		(12)	%
Backlog1	$	108,097	$	117,255	$	(9,158)	(8)	%

(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.


			Product Releases
			2023						2022
			Dice Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite to Apply, Dice Matchscore on Jobs, Dice Connections, SMS Notifications, Company Search						Dice Employer Multi-Factor Authentication, Revamped technologist onboarding, New Job Page, Dice New Job Apply Flow, Dice TalentSearch Time Zone Search, Dice TalentSearch Auto Talent Alerts, Dice iOS App Messaging
			ClearanceJobs Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App, ClearanceJobs Live Stream						ClearanceJobs Company Page, ClearanceJobs Multi-Factor Authentication, ClearanceJobs Live Video, ClearanceJobs Scheduled Broadcast Messages


	For the year ended December 31,
(in thousands)	2023		2022		2023 vs 2022
Revenues	$	151,878	$	149,680	$	2,198
Operating expenses:
Cost of revenues	19,787		17,607		2,180
Product development	17,777		17,674		103
Sales and marketing	57,421		59,364		(1,943)
General and administrative	31,273		34,049		(2,776)
Depreciation	16,915		17,487		(572)

Restructuring	2,417		—		2,417
Total operating expenses	145,590		146,181		(3,008)
Other operating income:
Proceeds from settlement	—		2,061		(2,061)
Operating income (loss)	$	6,288	$	5,560	$	3,145


	Year Ended December 31,
	2023		2022
Federal statutory rate	$	760	$	755
Loss on sale of investments	(22,881)		—
Expiration of capital loss carryforward	4,680		—
Stock-based compensation	(399)		(1,130)
State tax expense, net of federal effect	80		139
Change in accrual for unrecognized tax benefits	263		(16)
Executive compensation	1,214		266
Research and development tax credits	(1,651)		(763)
Income from equity method investment	(105)		(335)
Change in valuation allowance	18,158		555
Other	12		(50)
Income tax expense (benefit)	$	131	$	(579)


	Year Ended December 31,
	2023		2022		2021
Reconciliation of Net Income (loss) to Adjusted EBITDA:
Net income (loss)	$	3,491	$	4,176	$	(29,742)
Interest expense	3,482		1,580		748
Income tax expense (benefit)	131		(579)		(629)
Depreciation	16,915		17,487		16,344
Non-cash stock based compensation	9,467		9,519		7,681
Income from equity method investment	(502)		(1,597)		(190)
Proceeds from settlement	—		(2,061)		—
Gain on investments	(614)		(320)		(1,198)
Impairment of right-of-use asset	—		—		1,919
Impairment of investment	300		2,300		—
Severance and related costs	1,167		445		1,969
Loss on discontinued operations, net of tax	—		—		29,340
Restructuring	2,417		—		—
Other	—		—		(80)
Adjusted EBITDA	$	36,254	$	30,950	$	26,162

Reconciliation of Operating Cash Flows to Adjusted EBITDA:
Net cash provided by operating activities	$	21,345	$	36,035	$	28,581
Interest expense	3,482		1,580		748
Amortization of deferred financing costs	(145)		(146)		(147)
Income tax expense (benefit)	131		(579)		(629)
Deferred income taxes	3,301		3,800		569
Change in accrual for unrecognized tax benefits	(263)		16		156
Change in accounts receivable	1,398		2,109		1,102
Change in deferred revenue	893		(4,718)		(10,075)
Discontinued operations results	—		—		(3,593)
Severance and related costs	1,167		445		1,969
Restructuring	2,417		—		—
Changes in working capital and other	2,528		(7,592)		7,481
Adjusted EBITDA	$	36,254	$	30,950	$	26,162


	December 31, 2023		December 31, 2022
ASSETS
Current assets
Cash	$	4,206	$	3,006
Accounts receivable, net of allowance for doubtful accounts of $1,313 and $1,374	22,225		20,494
Income taxes receivable	221		—
Prepaid and other current assets	4,237		4,294
Total current assets	30,889		27,794
Fixed assets, net	25,272		21,252
Capitalized contract costs	6,364		9,677
Operating lease right-of-use assets	4,759		6,581
Investments	1,918		5,646
Acquired intangible assets	23,800		23,800
Goodwill	128,100		128,100
Other assets	4,100		3,854
Total assets	$	225,202	$	226,704
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	17,408	$	23,818
Deferred revenue	49,463		50,121
Income taxes payable	—		34
Operating lease liabilities	2,006		105
Total current liabilities	68,877		74,078
Deferred revenue	508		743
Operating lease liabilities	6,543		8,428
Long-term debt, net	38,000		30,000
Deferred income taxes	2,214		5,515
Accrual for unrecognized tax benefits	1,032		769
Other long-term liabilities	486		932
Total liabilities	117,660		120,465
Commitments and contingencies (Note 12)
Stockholders’ equity
Convertible preferred stock, 0.01 par value, authorized 20,000 shares; no shares issued and outstanding	—		—
Common stock, 0.01 par value, authorized 240,000; issued 78,764 and 76,442 shares, respectively; outstanding: 46,875 and 47,367 shares, respectively	789		766
Additional paid-in capital	261,824		251,632
Accumulated other comprehensive loss	(83)		(481)
Accumulated earnings	32,228		28,405
Treasury stock, 31,889 and 29,075 shares, respectively	(187,216)		(174,083)
Total stockholders’ equity	107,542		106,239


	Year Ended December 31,						Decrease		Percent Change
	2023			2022
	(in thousands, except percentages)
Sales and marketing	$	57,421		$	59,364		$	(1,943)	(3.3)	%
Percentage of revenues	37.8		%	39.7		%


						Page
DHI Group, Inc.
Report of Independent Registered Public Accounting Firm						52
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2023 and 2022						55
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021						56
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021						57
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021						58
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021						59
Notes to Consolidated Financial Statements						60


	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Earnings		Accumulated Other Comprehensive Loss		Total
	Shares Issued	Amount		Shares Issued	Amount				Shares	Amount
Balance at January 1, 2021	—	$	—	71,233	$	714	$	233,554	20,013	$	(132,150)	$	53,971	$	(28,519)	$	127,570
Net loss												(29,742)				(29,742)
Other comprehensive income														395		395
Cumulative translation adjustments reclassified to the Statements of Operations														28,063		28,063
Stock based compensation							8,303									8,303
Restricted stock issued				2,267	23		(5)									18
Performance-based restricted stock unites eligible to vest				813	8											8
Restricted stock forfeited or withheld to satisfy tax obligations				(685)	(7)		2		666	(2,073)						(2,078)
Performance based restricted stock forfeited or withheld to satisfy tax obligations				(44)	—				244	(907)						(907)
Purchase of treasury stock under stock repurchase plan									3,905	(15,268)						(15,268)
Balance at December 31, 2021	—	—		73,584	738		241,854		24,828	(150,398)		24,229		(61)		116,362
Net income												4,176				4,176
Other comprehensive loss														(420)		(420)
Stock based compensation							9,519									9,519
Restricted stock issued				1,242	11		(11)									—
Performance-based restricted stock units eligible to vest				1,773	18		(18)									—
Restricted stock forfeited or withheld to satisfy tax obligations				(132)	(1)		1		592	(3,197)						(3,197)
Performance based restricted stock forfeited or withheld to satisfy tax obligations				(93)	(1)		1		368	(1,958)						(1,958)
Issuance of common stock upon ESPP purchase				68	1		286									287
Purchase of treasury stock under stock repurchase plan									3,287	(18,530)						(18,530)
Balance at December 31, 2022	—	—		76,442	766		251,632		29,075	(174,083)		28,405		(481)		106,239
Net income												3,491				3,491
Other comprehensive income														198		198
Cumulative translation adjustments reclassified to the Statements of Operations														200		200
Stock based compensation							9,916									9,916
Restricted stock issued				1,748	17		(17)									—
Performance-based restricted stock units eligible to vest				1,288	13		(13)									—
Restricted stock forfeited or withheld to satisfy tax obligations				(502)	(5)		5		556	(2,900)						(2,900)
Performance based restricted stock forfeited or withheld to satisfy tax obligations				(326)	(3)		3		597	(3,337)						(3,337)
Issuance of common stock upon ESPP purchase				114	1		298									299
Cumulative-effect of new accounting principle (See Note 2)												332				332
Purchase of treasury stock under stock repurchase plan									1,661	(6,896)						(6,896)
Balance at December 31, 2023	—	$	—	78,764	$	789	$	261,824	31,889	$	(187,216)	$	32,228	$	(83)	$	107,542


Revenues	$	12,130
Operating expenses	(10,821)
Operating income	1,309
Loss on disposition of discontinued operations(1)	(30,203)
Other income	1
Loss before income taxes	(28,893)
Income tax expense	447
Net loss	$	(29,340)

(1) The loss was comprised of $28.1 million related to the reclassification of currency translation adjustments and $5.2 million from the removal of eFC's net assets. The loss was partially offset by the recording of an equity investment of $3.6 million and eFC's earnings during the six month period ended June 30, 2021.


	2021
Depreciation	$	774
Purchases of fixed assets	$	447

Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	804


	As of December 31, 2023		As of December 31, 2022		As of December 31, 2021
Receivables	$	22,225	$	20,494	$	18,385
Short-term contract liabilities (deferred revenue)	49,463		50,121		45,217
Long-term contract liabilities (deferred revenue)	508		743		929


	Year Ended December 31, 2023		Year Ended December 31, 2022		Year Ended December 31, 2021
Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the period	$	50,141	$	45,311	$	35,692


	December 31, 2023			December 31, 2022
Operating lease right-of-use assets (as reported)1	$	4,759		$	6,581

Operating lease liabilities - current	$	2,006		$	2,231
Less: tenant improvement allowance1	—			(2,126)
Operating lease liabilities - current (as reported)	2,006			105
Operating lease liabilities - non-current (as reported)	6,543			8,428
Total operating lease liabilities	$	8,549		$	8,533

Weighted Average Remaining Lease Terms (in years)
Operating leases	6.2 years			5.8 years

Weighted Average Discount Rate
Operating leases	4.5		%	4.4		%
(1) At December 31, 2022, our right-of-use asset includes a reduction of $2.1 million, which represents a tenant improvement allowance that was consumed in 2023.


	Operating Leases

2024	$	2,170
2025	2,419
2026	1,474
2027	575
2028	501
Thereafter	2,939

Total lease payments	10,078
Less: imputed interest	(1,529)
Less: tenant improvement allowance	—
Total	$	8,549


	2023		2022
Computer equipment and software	$	3,921	$	4,147
Furniture and fixtures	686		2,410
Leasehold improvements	3,961		1,817
Capitalized development costs	63,931		59,018
	72,499		67,392
Less: Accumulated depreciation and amortization	(47,227)		(46,140)
Fixed assets, net	$	25,272	$	21,252


	December 31, 2023			December 31, 2022
Long-term debt under revolving credit facility(1)	$	38,000		$	30,000

Available to be borrowed under revolving facility(2)	$	62,000		$	70,000

Interest rates:
LIBOR rate loans:
Interest margin(3)	2.35		%	2.35		%
Actual interest rates	7.71		%	6.67		%

Commitment Fee	0.40		%	0.40		%

(1) In connection with the Credit Agreement, during the second quarter of 2022, the Company recorded deferred financing costs of $0.7 million recorded to other assets on the condensed consolidated balance sheets. Accumulated amortization as of December 31, 2023 was $0.2 million.
(2) The amount available to be borrowed is subject to certain limitations, such as a consolidated leverage ratio, as defined in the Credit Agreement.
(3) Includes additional spread of 0.10%.


	2023		2022
Deferred tax assets:
Capital loss carryforward	$	22,976	$	4,904
Allowance for doubtful accounts	349		380
Depreciation of fixed assets	989		—
Provision for accrued expenses and other, net	893		1,040
Investments	620		534
Stock-based compensation	2,505		2,692
Operating lease liabilities	2,102		2,066
Tax credit carryforward	311		303
	30,745		11,919
Less valuation allowance	23,852		5,694
Deferred tax asset, net of valuation allowance	6,893		6,225
Deferred tax liabilities:
Acquired intangibles	(6,355)		(6,325)
Depreciation of fixed assets	—		(1,416)
Capitalized contract costs	(1,578)		(2,391)
Operating lease assets	(1,174)		(1,608)
Deferred tax liability	(9,107)		(11,740)
Net deferred tax liability	$	(2,214)	$	(5,515)


	2023		2022
Unrecognized tax benefits	$	979	$	734
Estimated accrued interest and penalties	53		35
Accrual for unrecognized tax benefits, as recorded	$	1,032	$	769


(a)	1.	Financial Statement Schedules
		The consolidated financial statements are listed under Item 8 of this Annual Report.
	2.	Financial Statement Schedules.
		See (b) below.
	3.	Exhibits.


3.1						Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on July 23, 2007).
3.2						Second Amended and Restated By-laws (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-33584) filed on March 9, 2016).
3.3						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective April 21, 2015 (incorporated by reference from Exhibit 3.1 to Company's Current Report on Form 8-K (File No. 001-33584) filed on April 21, 2015).
4.1						Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on June 22, 2007).
4.5						Description of Capital Stock (incorporated by reference from Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-33584) filed on February 11, 2022).
10.1†						The DHI Group, Inc. 2012 Omnibus Equity Award Plan, as amended and restated on March 11, 2020 (the "2023 Equity Plan") (incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-182756) filed on October 9, 2020).
10.2†						Form of Restricted Stock Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the Company's Registration Statement on Form S-8 (File No. 333-182756) filed on July 19, 2012).
10.3†						Form of Performance-Based Restricted Stock Unit Award Agreement under the 2012 Equity Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-33584) filed on August 1, 2019).
10.4†						DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584), filed on April 28, 2023).
10.5†						Form of Non-Employee Director Restricted Stock Award Agreement pursuant to the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-33584), filed on August 2, 2023).
10.6†						Form of Restricted Stock Award Agreement pursuant to the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-33584), filed on August 2, 2023).
10.7†						Form of Performance-Based Restricted Stock Unit Award Agreement pursuant to the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.5 to the Company's Quarterly R e port on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-33584), filed on August 2, 2023).
10.8†						The Employee Stock Purchase Plan (the “ESPP”) (incorporated by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-182756) filed on October 9, 2020).
10.9†						Employment Agreement, dated as of April 24, 2019, between Dice, Inc. and Chris Henderson (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-33584) filed on August 1, 2019.
10.10†						Employment Agreement, dated as of February 19, 2019, between Dice, Inc. and Paul Farnsworth (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (File No. 001-33584) filed on May 2, 2019.


10.11†						The DHI Group, Inc. Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.12 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-141876) filed on June 8, 2007).
10.12#						Third Amended and Restated Credit Agreement dated as of June 10, 2022, among DHI Group, Inc., Dice Inc. and Dice Career Solutions, Inc., as Borrowers, the various lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and BMO Harris Bank N.A., as co-syndication agents and TD Bank, N.A. and Citizens Bank, N.A., as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-33584) filed on August 3, 2022).
10.13†						Employment Agreement and Addendum to Employment Agreement dated as of April 9, 2018 between DHI Group, Inc., Dice Inc. and Art Zeile (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-33584) filed on August 2, 2018).
10.14*†						Employment Agreement and Addendum to Employment Agreement dated as of October 17, 2019, between DHI Group, Inc. and Arie Kanofsky (incorporated by reference from Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-33584), filed on February 10, 2023).
10.15†						Employment Agreement dated as of December 12, 2019 among DHI Group, Inc., Dice Inc. and Kevin Bostick (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on December 13, 2019).
10.16*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of December 12, 2019 between Dice, Inc. and Kevin Bostick (incorporated by reference from Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-33584) filed on February 11, 2022).
10.17*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of April 24, 2019 between Dice, Inc. and Chris Henderson (incorporated by reference from Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31. 2021 (File No. 001-33584) filed on February 11, 2022).
10.18*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of February 19, 2019 between Dice, Inc. and Paul Farnsworth (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-33584) filed on February 11, 2022).
10.19*†						First Amendment, dated as of February 8, 2022, to Employment Agreement dated as of October 17, 2019 between Dice, Inc. and Arie Kanofsky (incorporated by reference from Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-33584) filed on February 11, 2022).
10.20†						General Release, dated as of May 17, 2023, between DHI Group, Inc. and Chris Henderson (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on May 19, 2023).
10.21†						General Release, dated as of August 10, 2023, between DHI Group, Inc. and Kevin Bostick (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584), filed on August 11 , 2023).
10.22†						Employment Agreement, dated as of October 24, 2023, between DHI Group, Inc. and Raime Leeby Muhle (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-33584), filed on October 30, 2023).
21.1*						Subsidiaries of the Registrant.
23.1*						Consent of Independent Registered Public Accounting Firm
31.1*						Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certifications of Raime Leeby Muhle, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certifications of Raime Leeby Muhle, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


97.1*†						DHI Group, Inc. Incentive Compensation Recovery Policy.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*						Filed herewith.
**						Furnished herewith.
†						Identifies a management contract or compensatory plan or arrangement.
#						Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.
(b)						Financial Statement Schedules.


			Page
Schedule II—Consolidated Valuation and Qualifying Accounts			86


Column A	Column B		Column C		Column D		Column E
	Balance at Beginning of Period		Charged to Income		Deductions		Balance at End of Period
Description
Reserves Deducted From Assets to Which They Apply:
Reserve for uncollectible accounts receivable:
Year ended December 31, 2021	$	1,001	$	330	$	(598)	$	733
Year ended December 31, 2022	733		1,469		(828)		1,374
Year ended December 31, 2023	1,374		1,151		(1,212)		1,313
Deferred tax valuation allowance:
Year ended December 31, 2021	$	5,305	$	(166)	$	—	$	5,139
Year ended December 31, 2022	5,139		555		—		5,694
Year ended December 31, 2023	5,694		18,158		—		23,852