Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2022

Share-Based Compensation Plans

Share-Based Compensation Plans

13. Share-Based Compensation Plans

Incentive Plans

The Company makes equity incentive grants pursuant to our 2017 Equity Incentive Plan (the “2017 Plan”) under which a maximum of 3,000 shares may be granted. As of December 31, 2022, 1,221 shares were available for grants under the 2017 Plan.

Restricted Stock

During fiscal years 2022, 2021, and 2020, the Company granted 189, 180, and 164 shares of common stock, respectively, with a service vesting condition to certain of its executives, officers, and employees. The restricted shares have voting rights and vest evenly at 20% over each of the next five years. Upon vesting, shares will be held in lieu of taxes equivalent to the statutory tax withholding required to be paid when the restricted stock vests. During the years ended December 31, 2022, 2021 and 2020, the Company withheld 52, 56, and 62 shares of common stock in lieu of taxes at a cost of $4,625, $5,994, and $4,969, on the restricted stock vesting dates, respectively. During 2022, 2021 and 2020, following the annual stockholders meeting, the Company granted 4, 4 and 3 shares of common stock to the non-employee members of the Company’s Board of Directors. The restricted shares granted to these directors have voting rights and vest on the earlier of (a) the one year anniversary of the date of grant or (b) immediately prior to the following year’s annual stockholders’ meeting. Included in the 2021 amount is an initial award of shares that was granted to a newly appointed non-employee director pursuant to the Company’s compensation program. The 2021 newly appointed non-employee director also received an annual grant of restricted shares. The initial award of shares that were granted in 2021 to the newly appointed non-employee director have voting rights and vest on the one year anniversary of the date of grant.

A summary of the activity related to restricted stock granted under the Company’s Incentive Plan is as follows:

		Weighted Average
	Total	Grant Date
	Shares	Fair Value per Share
Outstanding as of December 31, 2019	422	$	76.43
Granted	167	$	84.31
Vested	(155)	$	65.19
Forfeited, canceled or expired	(15)	$	84.64
Outstanding as of December 31, 2020	419	$	83.43
Granted	184	$	86.05
Vested	(144)	$	74.90
Forfeited, canceled or expired	(32)	$	87.00
Outstanding as of December 31, 2021	427	$	86.24
Granted	193	$	83.10
Vested	(134)	$	85.07
Forfeited, canceled or expired	(10)	$	85.49
Outstanding as of December 31, 2022	476	$	85.32

As of December 31, 2022, there was approximately $29,497 of total unrecognized share-based compensation cost related to unvested restricted stock awards. These costs are expected to be recognized over a weighted average period of 2.08 years.

Stock Options

No options were granted in 2022, 2021 and 2020. Prior to 2012, the Company granted time vested options to purchase shares of common stock with an exercise price equal to the fair market value on the date of grant to employees. These time vested options vested ratably over a period of five years and expire ten years from the date of grant. A summary of the activity related to stock options granted under the Company’s Incentive Plan is as follows:

	Summary of Stock Options Outstanding
		Weighted
		Average
		Exercise
	Total	Price per
	Shares	Share
Outstanding as of December 31, 2019	232	$	15.42
Granted	—	$	—
Exercised	(56)	$	15.66
Forfeited, canceled or expired	—	$	—
Outstanding as of December 31, 2020	176	$	15.34
Granted	—	$	—
Exercised	(176)	$	15.34
Forfeited, canceled or expired	—	$	—
Outstanding as of December 31, 2021	—	$	—

Share-based Compensation

Share-based Compensation Expense Assumptions – Restricted Stock Awards

The Company measures and recognizes compensation expense for share-based payment awards made to employees and directors. The fair value of the Company’s restricted stock awards is based on the market price of its

common stock on the date of grant. Stock-based compensation expense related to restricted stock grants is expensed over the vesting period using the straight-line method for Company employees and the Company’s board of directors. The Company recognizes forfeitures as they occur. The restricted shares have voting rights.

The table below outlines share-based compensation expense for the fiscal years ended December 31, 2022, 2021 and 2020 related to restricted stock and stock options granted:

	2022		2021		2020
Technology and academic services	$	2,424	$	2,112	$	2,049
Counseling services and support		6,287		5,749		5,364
Marketing and communication		154		101		100
General and administrative		3,777		3,564		3,150
Share-based compensation expense included in operating expenses		12,642		11,526		10,663
Tax effect of share-based compensation		(3,161)		(2,882)		(2,666)
Share-based compensation expense, net of tax	$	9,481	$	8,644	$	7,997

401(k) Plan

The Company has established a 401(k) Defined Contribution Benefit Plan (the “Plan”). The Plan provides eligible employees, upon date of hire, with an opportunity to make tax-deferred contributions into a long-term investment and savings program. All employees over the age of 21 are eligible to participate in the plan. The Plan allows eligible employees to contribute to the Plan subject to Internal Revenue Code restrictions and the Plan allows the Company to make discretionary matching contributions. The Company plans to make a matching contribution to the Plan of approximately $2,662 for the year ended December 31, 2022. The Company made discretionary matching contributions to the Plan of $2,345 and $2,225 for the years ended December 31, 2021 and 2020, respectively.