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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | 14. SHARE-BASED COMPENSATION Overview of Share-Based Compensation Plans The Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan (“the “2016 Plan”) became effective (as the Career Education Corporation 2016 Incentive Compensation Plan) on May 24, 2016, and the amendment and restatement of the 2016 Plan became effective on June 3, 2021, upon its approval by the Company’s stockholders. Under the 2016 Plan, Perdoceo may grant to eligible participants awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, annual incentive awards, and substitute awards, which generally may be settled in cash or shares of our common stock. Any shares of our common stock that are subject to awards of stock options or stock appreciation rights payable in shares will be counted as 1.0 share for each share issued for purposes of the aggregate share limit and any shares of our common stock that are subject to any other form of award payable in shares will be counted as 1.35 shares for each share issued for purposes of the aggregate share limit. As of December 31, 2022, there were approximately 5.6 million shares of common stock available for future share-based awards under the 2016 Plan, which is net of (i) 0.6 million shares issuable upon exercise of outstanding options and (ii) 2.7 million shares underlying restricted stock units, which will be settled in shares of our common stock if the vesting conditions are met and thus reduce the common stock available for future share-based awards under the 2016 Plan by the amount vested. These shares take into account the anticipated vesting levels based on projected attainment of performance conditions for performance-based restricted stock units and have been multiplied by the applicable factor under the 2016 Plan to determine the remaining shares available as of December 31, 2022. Additionally, as of December 31, 2022 under the Company’s previous 2008 Incentive Compensation Plan, there were approximately 0.3 million shares issuable upon exercise of outstanding options and 0.1 million shares underlying outstanding deferred stock units, which will be settled in shares of our common stock if the vesting conditions are met. The vesting of all types of awards is subject to possible acceleration in certain circumstances. If a plan participant terminates employment for any reason other than by death or disability during the vesting period, the right to unvested equity awards is generally forfeited. As of December 31, 2022, we estimate that compensation expense of approximately $14.0 million will be recognized over the next four years for all unvested share-based awards that have been granted to participants. This amount excludes any estimates of forfeitures. Stock Options. The exercise price of stock options granted under each of the plans is equal to the fair market value of our common stock on the date of grant. Employee stock options generally become exercisable 25% per year over a four-year service period beginning on the date of grant and expire ten years from the date of grant. Non-employee directors’ stock options expire ten years from the date of grant and generally become 100% exercisable after the first anniversary of the grant date. Grants of stock options are generally only subject to the service conditions discussed previously. Stock option activity during the years ended December 31, 2022, 2021 and 2020 under our plans was as follows:
|  | Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term |  |  | Aggregate Intrinsic Value (in thousands) |
Outstanding as of December 31, 2019 |  |  | 2,437,609 |  |  | $ | 9.32 |  |  |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |
Exercised |  |  | (1,040,304 | ) |  |  | 5.18 |  |  |  |  |  | $ | 7,615 |
Forfeited |  |  | (8,719 | ) |  |  | 11.79 |  |  |  |  |  |  |
Cancelled |  |  | (161,512 | ) |  |  | 30.25 |  |  |  |  |  |  |
Outstanding as of December 31, 2020 |  |  | 1,227,074 |  |  | $ | 10.07 |  |  |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |
Exercised |  |  | (103,407 | ) |  |  | 5.31 |  |  |  |  |  | $ | 725 |
Forfeited |  |  | - |  |  |  | - |  |  |  |  |  |  |
Cancelled |  |  | (128,576 | ) |  |  | 22.01 |  |  |  |  |  |  |
Outstanding as of December 31, 2021 |  |  | 995,091 |  |  | $ | 9.02 |  |  |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |
Exercised |  |  | (144,009 | ) |  |  | 6.46 |  |  |  |  |  | $ | 635 |
Forfeited |  |  | - |  |  |  | - |  |  |  |  |  |  |
Cancelled |  |  | - |  |  |  | - |  |  |  |  |  |  |
Outstanding as of December 31, 2022 |  |  | 851,082 |  |  | $ | 9.45 |  |  |  | 3.88 |  |  | $ | 4,181 |
Exercisable as of December 31, 2022 |  |  | 851,082 |  |  | $ | 9.45 |  |  |  | 3.88 |  |  | $ | 4,181 |
The following table summarizes information with respect to all outstanding and exercisable stock options under all of our plans as of December 31, 2022:
Options Outstanding |  |  | Options Exercisable |
Number of Options Outstanding |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in Years) |  |  | Number Exercisable |  |  | Weighted Average Exercise Price |
| 64,000 |  |  | $ | 2.82 |  |  |  | 0.36 |  |  |  | 64,000 |  |  | $ | 2.82 |
| 106,656 |  |  | $ | 3.93 |  |  |  | 2.38 |  |  |  | 106,656 |  |  | $ | 3.93 |
| 106,154 |  |  | $ | 4.91 |  |  |  | 2.57 |  |  |  | 106,154 |  |  | $ | 4.91 |
| 93,824 |  |  | $ | 6.09 |  |  |  | 3.44 |  |  |  | 93,824 |  |  | $ | 6.09 |
| 73,125 |  |  | $ | 8.30 |  |  |  | 4.18 |  |  |  | 73,125 |  |  | $ | 8.30 |
| 67,626 |  |  | $ | 9.69 |  |  |  | 4.39 |  |  |  | 67,626 |  |  | $ | 9.69 |
| 5,168 |  |  | $ | 13.15 |  |  |  | 4.87 |  |  |  | 5,168 |  |  | $ | 13.15 |
| 236,452 |  |  | $ | 13.80 |  |  |  | 5.18 |  |  |  | 236,452 |  |  | $ | 13.80 |
| 56,119 |  |  | $ | 15.39 |  |  |  | 5.41 |  |  |  | 56,119 |  |  | $ | 15.39 |
| 41,958 |  |  | $ | 21.29 |  |  |  | 6.61 |  |  |  | 41,958 |  |  | $ | 21.29 |
| 851,082 |  |  | $ | 9.45 |  |  |  | 3.88 |  |  |  | 851,082 |  |  | $ | 9.45 |
Restricted Stock Units to be Settled in Stock. Restricted stock units to be settled in shares of stock which are not “performance-based” generally vest 25% per year over a four-year service period. Restricted stock units which are “performance-based” are subject to performance or market conditions that may increase or reduce the number of restricted stock units that vest at the end of the requisite service period or result in all units being forfeited, even if the requisite service period is met. The performance-based restricted stock units generally vest three years after the grant date. The following table summarizes information with respect to all outstanding restricted stock units to be settled in shares of stock under our plans during the years ended December 31, 2022, 2021 and 2020:
|  | Restricted Stock to be Settled in Shares of Stock |
|  | Units |  |  | Weighted Average Grant-Date Fair Value Per Unit |
Outstanding as of December 31, 2019 |  |  | 1,921,192 |  |  | $ | 16.34 |
Granted |  |  | 534,471 |  |  |  | 15.45 |
Vested |  |  | (242,515 | ) |  |  | 11.02 |
Forfeited |  |  | (67,098 | ) |  |  | 17.18 |
Outstanding as of December 31, 2020 |  |  | 2,146,050 |  |  | $ | 16.70 |
Granted |  |  | 723,245 |  |  |  | 11.87 |
Vested |  |  | (1,329,017 | ) |  |  | 16.35 |
Forfeited |  |  | (77,085 | ) |  |  | 11.98 |
Outstanding as of December 31, 2021 |  |  | 1,463,193 |  |  | $ | 14.87 |
Granted (1) |  |  | 739,476 |  |  |  | 10.46 |
Vested |  |  | (504,223 | ) |  |  | 17.34 |
Forfeited |  |  | (84,236 | ) |  |  | 12.93 |
Outstanding as of December 31, 2022 (1) |  |  | 1,614,210 |  |  | $ | 12.18 |
_________________ (1) 365,852 of performance-based restricted stock units granted during 2022, and which are still outstanding as of December 31, 2022, are subject to a 200% maximum payout based on certain performance metrics. Deferred Stock Units to be Settled in Stock. Perdoceo granted deferred stock units to our non-employee directors prior to 2017. The deferred stock units are to be settled in shares of stock. Settlement of the deferred stock units and delivery of the underlying shares of stock to the plan participants does not occur until he or she ceases to provide services to the Company in the capacity of a director, employee or consultant. As of December 31, 2022, there are 73 thousand deferred stock units outstanding. Stock-Based Compensation Expense. Total stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020 for all types of awards was as follows (dollars in thousands):
|  | December 31, |
Award Type |  | 2022 |  |  | 2021 |  |  | 2020 |
Stock options |  | $ | 89 |  |  | $ | 464 |  |  | $ | 1,134 |
Restricted stock units settled in stock |  |  | 8,648 |  |  |  | 14,495 |  |  |  | 12,227 |
Restricted stock units settled in cash |  |  | - |  |  |  | - |  |  |  | (240 | )
Total stock-based compensation expense |  | $ | 8,737 |  |  | $ | 14,959 |  |  | $ | 13,121 |
Share-Based Awards Assumptions We recognize the value of share-based compensation as expense in our consolidated statements of income during the vesting periods of the underlying share-based awards using the straight-line method. FASB ASC Topic 718 allows companies to estimate forfeitures of share-based awards at the time of grant and revise such estimates in subsequent periods if actual forfeitures differ from original projections. The fair value of each share of restricted stock and restricted stock units to be settled in stock is equal to the fair market value of our common stock as of the date of grant, which is the closing price per share of our common stock on NASDAQ.

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