Share-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Compensation

Share-Based Compensation

9. Share-Based Compensation

Incentive Plan

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 September 30, 2024, 962 shares were available for grants under the 2017 Plan.

Restricted Stock

During the nine months ended September 30, 2024, the Company granted 117 shares of common stock with a service vesting condition to certain of its executives, officers and employees. The restricted shares have voting rights and vest in five annual installments of 20%, with the first installment vesting in March of the calendar year following the date of grant (the “first vesting date”) and subsequent installments vesting on each of the four anniversaries of the first vesting date. Upon vesting, shares will be withheld in lieu of taxes equivalent to the minimum statutory tax withholding required to be paid when the restricted stock vests. During the nine months ended September 30, 2024, the Company withheld 55 shares of common stock in lieu of taxes at a cost of $7,446 on the restricted stock vesting dates. In April 2024, a new non-employee director was appointed to the Company’s Board of Directors and was granted an initial award of shares pursuant to the Company’s compensation program. The initial award of shares that were granted to such newly appointed director have voting rights and vest on the one-year anniversary of the date of grant. In June 2024, following the annual stockholders meeting, the Company granted 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 next annual stockholders meeting.

On June 30, 2024, a named executive officer resigned for “good reason” which, under the terms of his employment agreement, resulted in an acceleration of the vesting of the next tranche of five outstanding restricted stock awards that would have otherwise vested on March 1, 2025. As a result, the incremental share-based compensation expense from the modification on the five restricted stock awards for the accelerated vesting date was $558 and is included in the general and administrative expenses in the Company’s consolidated income statement. In July 2024, 5 shares vested and 2 shares were withheld in lieu of taxes at a cost of $324 on the accelerated vesting date.

A summary of the activity related to restricted stock granted under the 2017 Plan since December 31, 2023 is as follows:

		Weighted Average
	Total	Grant Date
	Shares	Fair Value per Share
Outstanding as of December 31, 2023	450	$	93.16
Granted	120	$	130.80
Vested	(151)	$	91.84
Forfeited, canceled or expired	(16)	$	100.08
Outstanding as of September 30, 2024	403	$	104.54

Share-based Compensation Expense

The table below outlines share-based compensation expense for the nine months ended September 30, 2024 and 2023 related to restricted stock granted:

	2024		2023
Technology and academic services	$	1,925	$	1,814
Counseling services and support		5,402		5,155
Marketing and communication		168		143
General and administrative		3,360		2,846
Share-based compensation expense included in operating expenses		10,855		9,958
Tax effect of share-based compensation		(2,714)		(2,489)
Share-based compensation expense, net of tax	$	8,141	$	7,469