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Stock Options, Restricted Stock and Restricted Stock Units
 3 Months Ended
Mar. 31, 2016
Stock Options, Restricted Stock and Restricted Stock Units [Abstract]  
Stock Options, Restricted Stock and Restricted Stock Units
7.Stock Options, Restricted Stock and Restricted Stock Units

 

On May 5, 2015, the Company’s shareholders approved the Strayer Education, Inc. 2015 Equity Compensation Plan (the “2015 Plan”), which provides for the granting of restricted stock, restricted stock units, stock options intended to qualify as incentive stock options, options that do not qualify as incentive stock options, and other forms of equity compensation and performance-based awards to employees, officers and directors of the Company, or to a consultant or advisor to the Company, at the discretion of the Board of Directors. Vesting provisions are at the discretion of the Board of Directors. Options may be granted at option prices based at or above the fair market value of the shares at the date of grant. The maximum term of the awards granted under the 2015 Plan is ten years. The number of shares of common stock reserved for issuance under the 2015 Plan is 500,000 authorized but unissued shares, plus the number of shares available for grant under the Company’s previously existing equity compensation plans at the time of stockholder approval of the 2015 Plan, and plus the number of shares which may in the future become available under any previously existing equity compensation plan due to forfeitures of outstanding awards.

 

In February 2016, the Company’s Board of Directors approved grants of 176,802 shares of restricted stock to certain employees. These shares, which vest over a two to four year period, were granted pursuant to the 2015 Plan. The Company’s stock price closed at $50.67 on the date of these restricted stock grants.

 

Dividends paid on unvested restricted stock are reimbursed to the Company if the recipient forfeits his or her shares as a result of termination of employment prior to vesting in the award, unless waived by the Board of Directors.


Restricted Stock and Restricted Stock Units

 

The table below sets forth the restricted stock and restricted stock units activity for the three months ended March 31, 2016:

 

  Number of
shares or units		  Weighted-
average
Grant price		 
Balance, December 31, 2015  634,327  $104.66 
Grants  176,802   50.67 
Vested shares  (6,588)  62.28 
Forfeitures  —   — 
Balance, March 31, 2016  804,541  $93.98 

 

Stock Options

 

The table below sets forth the stock option activity and other stock option information as of and for the three months ended March 31, 2016:

 

        Weighted-    
        average    
     Weighted-  remaining  Aggregate 
  Number of  average  contractual  intrinsic value(1) 
  shares  exercise price  life (years)  (in thousands) 
Balance, December 31, 2015  100,000  $51.95   5.1  $817 
Grants  —   —         
Exercises  —   —         
Forfeitures/Expirations  —   —         
Balance, March 31, 2016  100,000  $51.95   4.8  $— 
Exercisable, March 31, 2016  100,000  $51.95   4.8  $— 

 

 

(1)The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the respective trading day and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options been exercised on the respective trading day. The amount of intrinsic value will change based on the fair market value of the Company’s common stock.

 

Valuation and Expense Information under Stock Compensation Topic ASC 718

 

At March 31, 2016, total stock-based compensation cost which has not yet been recognized was $31.2 million for unvested restricted stock, restricted stock units, and stock option awards. This cost is expected to be recognized over the next 33 months on a weighted-average basis. Awards of approximately 606,000 shares of restricted stock and restricted stock units are subject to performance conditions. The accrual for stock-based compensation for performance awards is based on the Company’s estimates that such performance criteria are probable of being achieved over the respective vesting periods. Such a determination involves significant judgment surrounding the Company’s ability to maintain regulatory compliance. If the performance targets are not reached during the respective vesting period, or it is determined it is more likely than not that the performance criteria will not be achieved, related compensation expense is adjusted.

 

The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items for the three months ended March 31, 2015 and 2016 (in thousands):

 

  For the three months ended 
  March 31, 
  2015  2016 
Instruction and educational support $367  $651 
Marketing  —   — 
Admissions advisory  —   — 
General and administration  2,084   2,240 
Stock-based compensation expense included in operating expense  2,451   2,891 
Tax benefit  956   1,099 
Stock-based compensation expense, net of tax $1,495  $1,792 

 

During the three months ended March 31, 2016 the Company recognized a tax shortfall related to share-based payment arrangements of approximately $50,000. No stock options were exercised during the three months ended March 31, 2016 or 2015.