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Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2021

16. 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, 2021, 1,414 shares were available for grants under the 2017 Plan.

Restricted Stock

During fiscal years 2021, 2020, and 2019, the Company granted 180, 164, and 149 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, 2021, 2020 and 2019, the Company withheld 56, 62, and 68 shares of common stock in lieu of taxes at a cost of $5,994, $4,969, and $8,127, on the restricted stock vesting dates, respectively. During 2021, 2020 and 2019, following the annual stockholders meeting, the Company granted 4, 3 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. Included in the 2019 amount are shares of common stock granted in August 2019 to two new non-employee members of the Company’s Board of Directors. The restricted shares granted to these directors 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, 2018	460	$	63.28
Granted	152	$	93.62
Vested	(174)	$	56.14
Forfeited, canceled or expired	(16)	$	82.11
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

As of December 31, 2021, there was approximately $26,974 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 2021, 2020 and 2019. 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		Weighted
		Average		Average
		Exercise		Remaining	Aggregate
	Total	Price per		Contractual	Intrinsic
	Shares	Share		Term (Years)	Value ($)
Outstanding as of December 31, 2018	444	$	16.66
Granted	—	$	—
Exercised	(212)	$	18.01
Forfeited, canceled or expired	—	$	—
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	—	$	—	—	$	—
Exercisable 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, 2021, 2020 and 2019 related to restricted stock and stock options granted:


	2021		2020		2019
Technology and academic services	$	2,112	$	2,049	$	1,721
Counseling services and support		5,749		5,364		5,297
Marketing and communication		101		100		87
General and administrative		3,564		3,150		3,195
Share-based compensation expense included in operating expenses		11,526		10,663		10,300
Tax effect of share-based compensation		(2,882)		(2,666)		(2,575)
Share-based compensation expense, net of tax	$	8,644	$	7,997	$	7,725

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 $2,389 for the year ended December 31, 2021. The Company made discretionary matching contributions to the Plan of $2,225 and $2,529 for the years ended December 31, 2020 and 2019, respectively.