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Stock Options, Restricted Stock and Restricted Stock Units
12 Months Ended
Dec. 31, 2016
Stock Options, Restricted Stock and Restricted Stock Units [Abstract]  
Stock Options, Restricted Stock and Restricted Stock Units

8.     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 and restricted stock units 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.

 

In May 2016, the Company’s Board of Directors approved grants of 11,365 shares of restricted stock. These shares, which vest annually over a three-year period, were awarded to non-employee members of the Company’s Board of Directors, as part of the Company’s annual director compensation program and the 2015 Plan. The Company’s stock price closed at $49.27 on the date of these restricted stock grants.

 

In November 2016, the Company’s Board of Directors approved a grant of 570 shares of restricted stock. These shares, which vest annually over a three-year period, were awarded to a non-employee member of the Company’s Board of Directors upon his appointment to serve on the Board of Direcrors, as part of the Company’s annual director compensation program and the 2015 Plan. The Company’s stock price closed at $65.75 on the date of this restricted stock grant.

 

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 each of the three years in the period ended December 31, 2016:

 

 

 

 

 

 

 

 

 

    

Number of
shares or units

    

Weighted-
average
Grant price

 

Balance, December 31, 2013

 

487,773

 

$

131.51

 

Grants

 

108,606

 

 

38.95

 

Vested shares

 

(69,434)

 

 

158.97

 

Forfeitures

 

(2,729)

 

 

93.44

 

Balance, December 31, 2014

 

524,216

 

$

115.67

 

Grants

 

126,655

 

 

61.00

 

Vested shares

 

(13,725)

 

 

52.94

 

Forfeitures

 

(2,819)

 

 

115.55

 

Balance, December 31, 2015

 

634,327

 

$

104.66

 

Grants

 

188,737

 

 

50.63

 

Vested shares

 

(23,539)

 

 

50.43

 

Forfeitures

 

(72,425)

 

 

62.41

 

Balance, December 31, 2016

 

727,100

 

$

97.53

 

 

Stock Options

 

The table below sets forth the stock option activity and other stock option information for each of the three years in the period ended December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Weighted-

    

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

Weighted-

 

remaining

 

Aggregate

 

 

 

Number of

 

average

 

contractual

 

intrinsic value(1)

 

 

    

shares

    

exercise price

    

life (years)

    

(in thousands)

 

Balance, December 31, 2013

 

100,000

 

$

51.95

 

7.0

 

$

 —

 

Grants

 

 

 

 

 

 

 

 

 

Exercises

 

 

 

 

 

 

 

 

 

Forfeitures

 

 

 

 

 

 

 

 

 

Balance, December 31, 2014

 

100,000

 

$

51.95

 

6.0

 

$

2,233

 

Grants

 

 

 

 

 

 

 

 

 

Exercises

 

 

 

 

 

 

 

 

 

Forfeitures

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

100,000

 

$

51.95

 

5.1

 

$

817

 

Grants

 

 

 

 

 

 

 

 

 

Exercises

 

 

 

 

 

 

 

 

 

Forfeitures/Expirations

 

 

 

 

 

 

 

 

 

Balance, December 31, 2016

 

100,000

 

$

51.95

 

4.1

 

$

2,868

 

Exercisable, December 31, 2016

 

100,000

 

$

51.95

 

4.1

 

$

2,868

 


(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.

 

The number of shares exercisable as of December 31, 2014, 2015 and 2016 are as follows:

 

 

 

 

 

 

 

 

 

    

Number of

    

Weighted-average

 

 

 

shares

 

exercise price

 

Exercisable, December 31, 2014

 

 

$

51.95

 

Exercisable, December 31, 2015

 

100,000

 

$

51.95

 

Exercisable, December 31, 2016

 

100,000

 

$

51.95

 

 

Valuation and Expense Information under Stock Compensation Topic ASC 718

 

At December 31, 2016, total stock-based compensation cost which has not yet been recognized was $20.9 million for unvested restricted stock, restricted stock units, and stock option awards. This cost is expected to be recognized over the next 26 months on a weighted-average basis. Awards of approximately 550,000 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 years ended December 31, 2014, 2015 and 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2014

    

2015

    

2016

 

Instruction and educational support

 

$

1,736

 

$

2,134

 

$

1,432

 

Marketing

 

 

 —

 

 

 —

 

 

 —

 

Admissions advisory

 

 

 —

 

 

 —

 

 

 —

 

General and administration

 

 

7,717

 

 

8,079

 

 

9,335

 

Stock-based compensation expense included in operating expense

 

 

9,453

 

 

10,213

 

 

10,767

 

Tax benefit

 

 

3,734

 

 

4,032

 

 

4,256

 

Stock-based compensation expense, net of tax

 

$

5,719

 

$

6,181

 

$

6,511

 

 

The following table summarizes information regarding share-based payment arrangements for the years ended December 31, 2014, 2015 and 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2014

    

2015

    

2016

 

Proceeds from stock options exercised

 

$

 —

 

$

 —

 

$

 —

 

Tax shortfall related to share-based payment arrangements

 

$

(2,039)

 

$

(24)

 

$

(51)

 

Intrinsic value of stock options exercised

 

$

 —

 

$

 —

 

$

 —