DEF 14A of Cra International, Inc.
Filed Apr 24, 2026 · FY20250001104659-26-048570
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS Proposal One concerns the election of two Class I directors. Our board of directors currently consists of eight directors and is divided into three classes. We refer to these classes as Class I, Class II and Class III. The term of one class of directors expires each year at the annual meeting of our shareholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. This year, the term of the Class I directors is expiring. Accordingly, our board of directors has nominated Richard Booth and Christine Detrick to serve as Class I directors for a three-year term. Our shareholders elected Mr. Booth and Ms. Detrick as Class I directors at our annual meeting of shareholders in July 2023. The current terms of Mr. Booth and Ms. Detrick will expire at the annual meeting. William Concannon, a Class I director, will retire from the board of directors effective as of the adjournment of the 2026 annual meeting and the size of the board of directors will be reduced to seven directors. Proxies will not be voted at the annual meeting for more than two candidates. Mr. Booth and Ms. Detrick have agreed to serve if elected, and we have no reason to believe that either of them will be unable to serve. If either of them is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for another nominee designated by our board of directors at that time. Our board of directors recommends that you vote FOR the election of Mr. Booth and Ms. Detrick.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Overview
Overview In designing our corporate governance structure, we seek to identify and implement the practices that we believe will best serve the interests of our business and shareholders, including the practices mandated by the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the related rules of the Securities and Exchange Commission and the Nasdaq Global Select Market. You can find our current corporate governance principles, including our code of business conduct and ethics, our statement of corporate governance guidelines, and the charters for the standing committees of our board of directors through the Investor Relations page of our website at www.crai.com. Our code of business conduct and ethics applies not only to our principal executive officer, principal financial officer and principal accounting officer, but also to all of our other officers and employees, directors and outside consultants. Our code of business conduct and ethics includes, among other things, provisions covering compliance with law, rules and regulations, conflicts of interest, insider trading, fair dealing, proper use of our assets, confidentiality, health and safety, discrimination and harassment, accounting and record keeping, and the reporting of illegal or unethical behavior. We intend to continue to modify our policies and practices to address ongoing developments in the area of corporate governance. We discuss many features of our corporate governance principles in other sections of this proxy statement. Some of the highlights of our corporate governance principles are the following: • Director and committee independence. With the exception of Mr. Maleh, our president, chief executive officer and chairman of the board, all of our directors (including Mr. Concannon, who is not standing for reelection at the annual meeting, and Mr. Booth and Ms. Detrick, each of whom are standing for election at the annual meeting) are independent directors under the rules of the Nasdaq Global Select Market. Our board of directors has determined that our independent directors under these rules are Drs. Tookes and Taylor, Messrs. Avery, Booth and Concannon, and Mses. Detrick and Keenan. Each member of our audit committee, nominating and corporate governance committee, and compensation committee meets the independence requirements of the Nasdaq Global Select Market for membership on the committees on which he or she serves. • Audit committee. Our audit committee is directly responsible for appointing, determining the compensation of, evaluating and, when necessary, terminating our independent registered public accountants. Our independent registered public accountants report directly to our audit committee. Our board of directors has determined that it currently has two audit committee financial experts as defined under the rules of the Securities and Exchange Commission. Our audit committee’s prior approval is required for all audit services and non-audit services (other than de minimis non-audit services as defined by the Sarbanes-Oxley Act) to be provided by our independent registered public accountants. The audit committee has delegated the authority to provide such pre-approval to its chair if the chair determines in good faith that the applicable services would not impair the independence of our independent registered public accountants. Our audit committee is responsible for reviewing and assessing the adequacy of its charter on an annual basis. • Compensation committee. Our compensation committee is responsible for recommending to our board of directors our general compensation philosophy and policies, and for reviewing and approving (or recommending to our board of directors for approval) the compensation of our executive officers, directors and other members of our senior management. The compensation committee is also directly responsible for appointing, determining the compensation of, overseeing and evaluating the independence of our compensation consultants. Our compensation committee is responsible for reviewing and assessing the adequacy of its charter on an annual basis. Nominating and corporate governance committee. Our nominating and corporate governance committee is responsible for identifying and recommending to our board of directors individuals qualified to become members of our board of directors, succession planning for our board of directors, and for recommending directors for appointment to the committees of our board of directors. The nominating and corporate governance committee is also responsible for overseeing our corporate governance guidelines and practices, including matters relating to board evaluation and succession planning for our chief executive officer and other senior officers. Our nominating and corporate governance committee is responsible for reviewing annually any need for changes in the number, charters, or titles of board committees. Executive committee. Our executive committee has delegated authority to act on behalf of our board of directors in situations arising between regular meetings of our board of directors, with meetings to be called by the chief executive officer. The executive committee is intended to act only when reasonably necessary to expedite the interest of the Company between regularly scheduled meetings of the board of directors, and does not have responsibility for matters that are required by law, regulation or our corporate governance guidelines to be considered by the full board of directors or another committee of the board. • Committee authority. Each of our audit committee, nominating and corporate governance committee, and compensation committee has the authority to retain independent advisors and consultants, with all fees and expenses paid by us. • Whistleblower procedures. Our audit committee has adopted procedures for the treatment of complaints regarding accounting, internal control over financial reporting or auditing matters, including procedures for the confidential and anonymous submission by our directors, officers, employees and outside consultants of concerns regarding questionable accounting, internal control over financial reporting or auditing matters.
Executive officers and directors
Executive officers and directors Set forth below are the names and certain information with respect to each of our directors, nominees for director and executive officers as of April 21, 2026:
Executive officers and directors
| Name | Age | Position | | Paul Maleh | 62 | President, chief executive officer and chairman of the board | | Eric Nierenberg* | 51 | Executive vice president, chief financial officer and treasurer | | Chad Holmes** | 53 | Executive vice president and chief corporate development officer | | Jonathan Yellin | 62 | Executive vice president and general counsel | | Brian Langan*** | 46 | Executive vice president and chief strategy and business transformation officer | | Thomas Avery | 72 | Director | | Richard Booth | 56 | Director | | Christine Detrick | 67 | Director | | Karen Keenan | 63 | Director | | Alva Taylor | 65 | Director | | Heather Tookes | 52 | Director |
Executive officers and directors
* Dr. Nierenberg was appointed to executive vice president, chief financial officer and treasurer, effective August 2025. ** Mr. Holmes assumed the role of interim chief financial officer and treasurer following the departure of Daniel Mahoney, who resigned as executive vice president, chief financial officer and treasurer effective April 2025. Mr. Holmes relinquished this role in connection with the appointment of Dr. Nierenberg, effective August 2025. *** Mr. Langan was appointed to executive vice president and chief strategy and business transformation officer, effective August 2025. Our board of directors is divided into three classes. The term of one class of directors expires each year at the annual meeting of our shareholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among our directors and executive officers.
Backgrounds and qualifications of directors
Backgrounds and qualifications of directors Below we have identified each of our directors by class. In addition, for each director we have included information regarding the director’s business experience, as well as the director’s particular experiences, qualifications, attributes and skills that led our board of directors to conclude that the director should serve as a member of our board of directors. Directors serving a term expiring at the 2026 annual meeting (Class I directors) Richard Booth has served as a director since March 2020. From March 2021 to June 2025 he served as chief financial officer of Definitive Healthcare Corp. (Nasdaq: DH), a data analytics company. From April 2015 to March 2021, Mr. Booth served as chief financial officer of Bottomline Technologies, Inc., a financial technology company. From January 2014 to March 2015, Mr. Booth served as vice president of finance and corporate controller at Sapient Corporation. Previously, he held a number of senior finance positions of increasing responsibility at Nuance Communications (Nasdaq: NUAN), a publicly traded software and services firm. Prior to his tenure at Nuance, Mr. Booth held a variety of executive roles at EMC Corporation, Mercer Management Consulting, and Coopers & Lybrand. Mr. Booth is a licensed CPA, and holds an M.B.A. from Stanford University, an M.S. in Taxation from Bentley University, an M.S. in Organizational Development from American University, and a B.S. in Accounting from Pennsylvania State University. Our board benefits greatly from Mr. Booth’s extensive accounting and finance expertise, his knowledge of the consulting and technology industries, and his perspective gained from having served as a business executive and chief financial officer. Our board of directors has determined that Mr. Booth is an audit committee financial expert under the rules of the Securities and Exchange Commission. Christine Detrick has served as a director since May 2020. From 2002 to 2012, Ms. Detrick served as a director/partner of Bain & Company (“Bain”), as leader of the financial services practice for the Americas, and a senior advisor. Before joining Bain, she served for 10 years at A.T. Kearney, Inc., including as global leader of the Financial Institutions Group, leader of the Eastern U.S., and as a member of the board of management and board of directors. Prior to those roles, she was one of the founding partners of First Financial Partners, a venture capital firm specializing in savings and loan institutions, from 1988 to 1992, and served as the chief executive officer of the St. Louis Bank for Savings. Ms. Detrick also serves on the board of directors of Hartford Mutual Funds, a mutual fund company, including as chair of the board of directors and a member of the nominating and corporate governance committee. Ms. Detrick also serves on the board of directors of Capital One (NYSE: COF), a publicly traded financial institution, serving on the audit and risk committees. From December 2021 to April 2025, Ms. Detrick served on the board of directors of Altus Power, a solar energy company, serving as chair of the board of directors and a member of the executive and nominating and governance committees. Ms. Detrick also served on the board of directors of Reinsurance Group of America (NYSE: RGA), a publicly traded reinsurance company, serving as chair of the nominating and governance committee and a member of the compensation and technology and cyber committees from 2014 to 2022. From 2015 to 2018, Ms. Detrick served on the board of directors of Forest City Realty Trust (NYSE:FCE-A), a publicly traded real estate investment trust, as chair of the compensation committee and a member of the nominating and corporate governance committee. Ms. Detrick received her B.S. in Economics from the Wharton School of the University of Pennsylvania in 1980. Our board benefits greatly from Ms. Detrick’s deep experience as both a director and an executive of financial services and management consulting firms, including as a chief executive officer, corporate board member and committee member. Directors serving a term expiring at the 2027 annual meeting (Class II directors) Alva Taylor, Ph.D., has served as a director since August 2022. Dr. Taylor has been a professor since 2000, the faculty director of the Glassmeyer/McNamee Center for Digital Strategies at the Tuck School of Business at Dartmouth College since 2013, and the Senior Associate Dean of Executive Learning since 2025. Dr. Taylor is Dean of all of Tuck’s learning programs focused on applying Tuck’s educational thought leadership to help executives and companies increase their performance and success. The Center for Digital Strategies helps business leaders understand how changes in digital technology impact business strategy and corporate decision making. Dr. Taylor has been recognized for his research in the areas of innovation processes, entrepreneurship, technological change, and strategic decision making in fast-changing environments. His recent work explores the challenges of managing creative groups for sustained innovation and entrepreneurship, and how organizational learning takes place in information-rich environments. He teaches courses on strategy, innovation, and change management in Tuck’s flagship MBA, Executive Education, and Master’s in Health Care Delivery Science programs. Dr. Taylor has also served as a board member of the Cardigan Mountain School in Canaan, New Hampshire, since September 2022. Dr. Taylor earned his B.S. and M.S. in Operations Research and Industrial Engineering and his M.B.A. from Cornell University, and earned his Ph.D. from Stanford University. Our board values and has benefited greatly from Dr. Taylor’s expertise in the areas of digital strategy and change management. Heather Tookes, Ph.D., has served as a director since December 2022. Dr. Tookes currently serves as a finance professor at the Yale School of Management, a leader in business education, and has been on the faculty of the Yale School of Management since 2004. Dr. Tookes also currently serves on the boards of Dimensional Funds (DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., DFA Investment Trust Company, Dimensional Emerging Markets Value Fund, and Dimensional ETF Trust, each of which is a registered investment company), a shareholder of the Company, and Ariel Investments LLC, a registered investment advisor. Since January 2022, Dr. Tookes has served as a director of the Community Foundation of Greater New Haven. From June 2021 to March 2023, Dr. Tookes served as a director of Payoneer Global Inc. (Nasdaq: PAYO), a financial services company. Dr. Tookes has a B.A. in Economics from Brown University and a Ph.D. in Management (Finance) from Cornell University. In addition to being an expert in corporate finance, Dr. Tookes brings a wealth of board experience from having served on a number of nonprofit, private and public company boards.
Backgrounds and qualifications of directors
Karen Keenan has served as a director since January 2024. Ms. Keenan’s 35-year career in financial services has included leadership roles in finance and controls, risk management, regulatory compliance, and business management. Ms. Keenan previously worked at State Street Corporation for 13 years, rising through the bank’s Global Markets Division, which provides investment research and trading services to institutional investors. From 2016 until her retirement in 2020, she served as State Street’s Chief Administrative Officer. Before joining State Street, she served as Chief Financial Officer for Investors Financial Services Corporation for six years. Ms. Keenan is a CPA and since 2020 has served as an independent director on the board of CLS Group Holdings AG, which provides foreign exchange settlement services to member banks. Ms. Keenan has a B.S. in accountancy from Bentley University and an M.B.A. in finance from Babson College. Our board of directors has determined that Ms. Keenan is an audit committee financial expert under the rules of the Securities and Exchange Commission. Our board benefits from Ms. Keenan’s deep experience in finance, controls, and risk oversight, including her service as a chief financial officer and as chief administrative officer of a global financial services institution, which supports the board’s oversight of financial reporting, compliance, and enterprise risk management. Directors serving a term expiring at the 2028 annual meeting (Class III directors) Paul Maleh, who joined us in 1989, has served as our president and chief executive officer and as a director since November 2009, and became chairman of our board of directors in July 2020. Mr. Maleh served as our chief operating officer from October 2008 through November 2009, and as our executive vice president from October 2006 to November 2009. Mr. Maleh has also served as a board member of KIPP Massachusetts, a non-profit charter school since September 2022. From December 2006 to January 2009, he served as head of our finance platform. Mr. Maleh also directed our finance practice from 2000 to December 2006 and served as a vice president from 1999 to October 2006. Mr. Maleh received his M.B.A. from Northeastern University. As our chief executive officer, Mr. Maleh brings to our board of directors valuable leadership experience and a deep and thorough understanding of our business and operations, the day-to-day management of our business, and our industry as a whole. Thomas Avery has served as a director since February 2016. Mr. Avery served as a managing director at Raymond James & Associates from August 2000 to December 2014. Prior to joining Raymond James, Mr. Avery was head of the investment banking group and co-head of the equity capital markets division at Interstate/Johnson-Lane from 1995 to 2000, a general partner at Noro-Moseley Partners from 1989 to 1995, and a general partner at Summit Partners from 1984 to 1989. From 1977 to 1984, Mr. Avery served as senior vice president of The Robinson-Humphrey Company. Mr. Avery has served on the board of directors of ArborGen Inc., a biotechnology tree seedling company, since July 2018. He also serves on the advisory board for the Scheller College of Business at the Georgia Institution of Technology, and serves as a director of KIPP Metro Atlanta, a charter school organization serving low-income, minority children in Atlanta, Georgia, as well as PowerUp, a 501(c)(3) organization also serving low-income, minority children in Atlanta, Georgia. Mr. Avery served on the board of directors of Cicero, Inc. from July 2015 to 2020. Mr. Avery has a B.S. in industrial management from the Georgia Institute of Technology and an M.B.A. from Harvard Business School. Our board of directors values Mr. Avery’s significant investment banking and venture capital experience, as well as his deep understanding of the professional services industry.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director compensation
Director compensation In fiscal 2025, we paid our non-employee directors, who consist of all our directors other than our chief executive officer, an annual fee of $85,000 for their services as directors. We paid an annual fee of $25,000 to the chair of our audit committee, $20,000 to the chair of our compensation committee, $10,000 to the chair of our nominating and corporate governance committee, and $5,000 to each non-employee director who serves as a member, but not the chair, of any committee for service on each committee above one. We also paid an annual fee of $30,000 to our lead director. In addition, each independent director serving on a committee receives an additional amount equal to $1,500 for each committee meeting attended by such director after the eighth meeting of such committee in a calendar year. In fiscal 2025, none of the committees met more than eight times and, accordingly, no non-employee director received such additional amount. Our board of directors on a regular basis reviews the competitiveness and appropriateness of its director compensation program to ensure that it is aligned with current leading practices and within competitive pay levels. Directors who are employees do not receive separate fees for their service as directors. All of the payments described in this paragraph are made in cash. Under the terms of our 2006 equity incentive plan (as amended, the “amended and restated 2006 equity incentive plan”), each director who is not employed by, and does not provide independent contractor services as a consultant or advisor to, us or our subsidiaries receives the automatic restricted stock awards described below. We refer to these directors as our “non-employee directors.” Currently, other than Mr. Maleh, all of our directors are non-employee directors. In fiscal 2025, each non-employee director who was reelected or elected as a director at, or whose term as a director continued after the annual meeting of our shareholders, received on the date of the annual meeting of shareholders in 2025, a restricted stock award, vesting in four equal annual installments beginning on the first anniversary of the date of grant, valued at $125,000 based on the closing price of our common stock as of the date of the meeting. Under our amended and restated 2006 equity incentive plan, the value of these automatic grants of restricted stock awards may be changed by our board of directors. In fiscal 2025, we awarded the following grants to our non-employee directors in accordance with the terms of our amended and restated 2006 equity incentive plan. In connection with the annual meeting of our shareholders held on July 17, 2025, each of Drs. Tookes and Taylor, Messrs. Avery, Booth and Concannon and Mses. Detrick and Keenan received a restricted stock award of 696 shares of our common stock. Our amended and restated 2006 equity incentive plan has an annual limit of 150,000 on the number of shares that may be granted to a single recipient thereunder in a calendar year. The following table provides information regarding the compensation earned by our non-employee directors in fiscal 2025.
Non-Employee Director Compensation Table for Fiscal 2025
Non-Employee Director Compensation Table for Fiscal 2025
Non-Employee Director Compensation Table for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4)(5) | Total ($) | | Thomas Avery | 85,000 | 124,939 | 209,939 | | Richard Booth | 110,000 | 124,939 | 234,939 | | William Concannon | 125,000 | 124,939 | 249,939 | | Christine Detrick | 100,000 | 124,939 | 224,939 | | Karen Keenan | 85,000 | 124,939 | 209,939 | | Alva Taylor | 90,000 | 124,939 | 214,939 | | Heather Tookes | 105,000 | 124,939 | 229,939 |
Non-Employee Director Compensation Table for Fiscal 2025
(1) Includes annual retainer and cash fees for committee service. (2) These grant date fair values were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC Topic 718”), excluding the effect of estimated forfeitures, based on the closing market price of our common stock on the date of grant. Additional details on accounting for share-based compensation can be found in note 1, “Summary of Significant Accounting Policies—Share-Based Compensation,” and note 9, “Share-Based Compensation,” to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026. (3) Amount reflects the grant date fair value of a restricted stock award made on July 17, 2025, in the case of each non-employee director, in each case under the amended and restated 2006 equity incentive plan. (4) As of January 3, 2026, each non-employee director held the number of outstanding unvested shares of restricted stock set forth in the table below.
Non-Employee Director Compensation Table for Fiscal 2025
| Name | Shares (#) | | Thomas Avery | 1,986 | | Richard Booth | 1,986 | | William Concannon | 1,986 | | Christine Detrick | 1,986 | | Karen Keenan | 1,974 | | Alva Taylor | 1,966 | | Heather Tookes | 1,936 |
Non-Employee Director Compensation Table for Fiscal 2025
(5) Dividends declared with respect to shares of restricted stock granted to our non-employee directors under our amended and restated 2006 equity incentive plan after July 11, 2018 are not paid until the underlying shares of restricted stock become vested. These dividends are, and have been, factored into the grant date fair values reported for the shares of restricted stock on which they are paid.
Executive summary
Executive summary Executive officers We seek to align the compensation we pay our executive officers with the interests of our shareholders. Our executive officers’ total compensation each fiscal year is generally comprised of a mix of base salary and a much larger portion of variable at-risk compensation consisting of annual incentive cash bonuses, long-term incentive equity awards and, in some cases, long-term incentive cash awards. This mix of fixed and variable at-risk compensation is designed to create competitive compensation packages that reward our executive officers for achieving our long-term and short-term business objectives, including increasing our growth, profitability and shareholder value, without encouraging unnecessary or excessive risk-taking. Our LTIP and amended and restated 2006 equity incentive plan We believe that the equity and cash awards granted under our long-term incentive program, or “LTIP,” are the foundation of our overall pay-for-performance compensation program for our senior corporate leaders, practice leaders and other key revenue generators. These awards serve to motivate high levels of performance, recognize these employees’ contributions to our success, and encourage them to support our long-term growth and profitability, thereby aligning their interests with the interests of our shareholders. We conduct our business in a very competitive environment. In order to remain competitive, we must be able to recruit and employ top-flight corporate officers and employee consultants who have abundant talent, demonstrated skills and experience, and, as to employee consultants, the ability to become key revenue generators for us. In addition, we must be able to retain our senior corporate leaders, practice leaders and other key revenue generators. We believe that the awards granted under the LTIP are vital parts of the compensation that we must provide in order to achieve those goals. Although the LTIP has historically been focused on equity awards, and the executive officers’ entire LTIP is in equity, constraints on the number of shares available under our amended and restated 2006 equity incentive plan resulted in cash awards playing a more prominent role in the LTIP for the senior leaders consisting of our group and practice leaders. In this regard, while seeking to continue to align our group and practice leaders’ compensation with our performance, growth and profitability, our compensation committee split their LTIP compensation between restricted stock units and LTIP-based cash awards, 30% and 70%, respectively. Our key revenue generators received only LTIP cash awards for the past several fiscal years, as well as in fiscal 2025, and will likely continue to receive only LTIP cash awards for the foreseeable future. Our compensation committee continues to review the feasibility of this plan. Statement of Shares issued under the French Sub-plan pursuant to Section L. 225-197-4 of the French Commercial Code Our French Sub-plan included in the amended and restated 2006 equity incentive plan requires us to report a statement of shares issued under the French Sub-plan at each annual shareholder meeting. As of April 21, 2026, we have not issued any shares of our common stock under the French Sub-plan. Compensation program highlights The table below discusses the material features of our compensation programs.
Executive summary
| Compensation Program Highlights | | | Practice | Highlights | | Pay for Performance | • Annual Incentive Cash Bonuses. The annual incentive cash bonuses our executive officers are eligible to receive are tied to the achievement of objective financial goals and individual strategic goals tailored to the executive officer. | | | In fiscal 2025, the target payments of annual incentive cash bonuses constituted over 48% of the target cash compensation of our executive officers.(1) | | | • Performance-Based LTIP Awards. The equity and cash awards granted under our LTIP include performance-vesting restricted stock units (“PRSUs”) and performance-based cash awards, with vesting tied to the achievement of objective financial goals over one or more fiscal years. | | | • NEO Salary. Our performance is one of the primary factors considered by our compensation committee in determining the salaries of our executive officers, including our chief executive officer. | | | • Risk Mitigation. To further ensure that payment under our executive compensation packages is commensurate with our performance, these packages have the features discussed in the “Risk Mitigation” section below. |
Executive summary
| Compensation Program Highlights | | | Practice | Highlights | | Use of Variable, At-Risk Compensation | • The compensation packages granted to our executive officers include a significant percentage of variable at-risk compensation, including equity awards, the value of which after granting fluctuates with the performance of our common stock, and cash and equity awards with performance objectives that are tied to our performance. | | | In fiscal 2025, variable, at-risk compensation(2) comprised approximately 69% of the target total compensation of our executive officers.(3) | | Retention | • The stock options, time-vesting restricted stock units (“RSUs”), and PRSUs granted under our LTIP to our named executive officers vest over at least 4 years, with the first tranche vesting no earlier than the first anniversary of the date of grant. | | | • Minimum First-Year Vesting Tranche. All awards under our amended and restated 2006 equity incentive plan are granted with a minimum one-year vesting period, subject to a carve out for up to 5% of the shares issuable under the plan. | | | • Dividends. The dividend equivalent rights that accrue with respect to the RSUs and PRSUs granted under our amended and restated 2006 equity incentive plan are subject to vesting on the same terms as the underlying award, and thus cannot be paid or otherwise settled until the underlying award has vested. The plan prohibits the payment of dividends or the accruing of dividend equivalent rights on stock options and stock appreciation rights granted under the plan, and prohibits the payment of dividends, and the settlement of dividend equivalent rights accruing, on unvested full-share awards granted under the plan after July 11, 2018, all as further described below under the heading “Dividends and dividend equivalent rights.” | | Shareholder Alignment | • Annual Incentive Cash Bonuses. The fiscal 2025 annual incentive cash bonuses were tied to the achievement of equally weighted net revenue and profitability goals, motivating both top-line and bottom-line growth. For the chief executive officer, chief financial officer, chief corporate development officer, chief strategy and transformation officer and general counsel, the proportions of the target annual incentive bonus tied to these goals were 70%, 50%, 50%, 50% and 50%, respectively. | | | • LTIP Equity Awards. The awards that may be granted under our LTIP include equity awards that gain value only as our stock price increases after the date of grant. The grants include PRSUs that are based on revenue growth and profitability measured over a performance period of at least one year. These awards further reinforce our focus on top-line and bottom-line growth. |
Executive summary
Variable, at-risk compensation includes annual incentive cash bonuses for 2025 fiscal year performance, and all LTIP equity awards, measured at target. Target total compensation includes target cash compensation as described in footnote 1 above, as well as all LTIP equity awards, measured at target.
Executive summary
| Compensation Program Highlights | | | Practice | Highlights | | | following a change in control, as described in this proxy statement under the heading “Compensation of Directors and Executive Officers—Executive compensation—Potential payments upon termination or change in control” below. | | Clawback Policy | • In response to Nasdaq Global Select Market and SEC rules, our board of directors adopted a policy for the recovery of erroneously awarded compensation, which enables it to seek recoupment of annual or long-term incentive cash or equity compensation (including equity awards granted under our amended and restated 2006 equity incentive plan) from our current or former named executive officers in the event of an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws (excluding restatements resulting from changes to applicable accounting principles). | | Ownership Guidelines | • LTIP Awards. The equity awards granted to our executive officers under our LTIP are subject to ownership thresholds, which are set at 400% of annual base salary for our chief executive officer and 300% of annual base salary for each of our other executive officers. | | No NEO Tax Gross Ups | • None of our named executive officers has an agreement that provides for any form of tax gross up. | | Limited NEO Perquisites | • Except for modest perquisites, our executive officers receive benefits that are comparable to the benefits provided to our other employees and pay costs and taxes on such perquisites on the same basis as other employees. | | NEO Severance Agreements | • Each of our named executive officers has a severance agreement with us that provides severance and other benefits in connection with a termination by us without cause or by the named executive officer for good reason with added benefits if such termination is within 12 months of a change in control. |
Compensation processes and procedures
Compensation processes and procedures Role of our compensation committee and chief executive officer Our compensation committee is responsible for recommending to our board of directors the compensation philosophy and policies that we should follow, particularly with respect to the compensation of members of our senior management. In addition to and among the other duties set forth in this proxy statement under the heading “Corporate Governance—Compensation committee” above, the committee is responsible for: • reviewing and approving, or recommending for approval by our board of directors, the compensation of our executive officers, including our chief executive officer; • setting, in consultation with management, as applicable, and, if desired by the committee, our compensation consultant, the corporate and individual performance criteria, performance targets and payment formulas of our executive officers’ cash and equity incentive compensation, and overseeing the evaluation of our executive officers in light of those criteria and targets; • administering, reviewing and making recommendations to our board of directors with respect to our employee benefit plans, including our incentive cash compensation plans and our equity-based plans; and • evaluating whether or not our compensation practices and policies create unnecessary or excessive risks. When developing recommendations for the compensation of our executive officers other than our chief executive officer, the committee also takes into account recommendations made by our chief executive officer. Our chief executive officer is not permitted to be present when our compensation committee is deliberating on our chief executive officer’s compensation. Compensation consultant Our compensation committee has the authority to engage and receive advice from external compensation consultants, with all fees and expenses paid by us. In fiscal 2025, the committee engaged and received advice from Semler Brossy. Semler Brossy reports directly to the committee and provides services only as directed by the committee. Our compensation committee has reviewed Semler Brossy’s policies regarding independence and conflicts of interest and assessed Semler Brossy’s independence. Based on this review and consideration, the committee has determined that Semler Brossy is independent from us and that the services provided to us by Semler Brossy in fiscal 2025 raised no conflicts of interest. In recent fiscal years, Semler Brossy has advised our compensation committee regarding executive officer and director compensation levels and trends, including the practices of our peers and other companies, and the design of our executive officer and director compensation packages, including with respect to the prevalence and structure of financial-related perquisites. Our compensation committee considered this information when setting our named executive officer compensation packages for fiscal 2025. Although Semler Brossy does not generally participate in meetings of our compensation committee, Semler Brossy may participate, by invitation, in portions of some of the meetings of our compensation committee, including some of the executive sessions without any members of management present. In addition, the chair of our compensation committee and, with respect to the compensation of our other executive officers, our chief executive officer at the direction of our compensation committee may consult, and in fiscal 2025 did consult, with Semler Brossy outside of these meetings. Setting executive officer compensation and peer groups In general, our compensation committee is responsible for reviewing and approving, or recommending for approval by our board of directors, the compensation of our executive officers, including our chief executive officer. In fiscal 2025, the compensation of our executive officers was reviewed and approved by our compensation committee. When developing recommendations for the compensation of our executive officers other than our chief executive officer, our compensation committee also took into account recommendations made by our chief executive officer. To achieve our executive compensation objectives stated above, our compensation committee does not target any particular benchmarks, and instead strives to make decisions concerning executive compensation that: • establish incentives that link executive officer compensation to our financial performance and that motivate our executives to attain annual financial targets and long-term strategic goals; • provide total compensation packages that are competitive among our peers that offer consulting services similar to ours; • establish personal objectives that link executive officer compensation to the achievement of goals that correlate to our growth and long-term financial success; and • otherwise align the interests of our executive officers and our shareholders. Although we compete with other consulting firms to acquire top talent and strive to attract and retain our key employees, including our executive officers, our compensation committee does not target any explicit compensation positioning relative to our peers. Instead, peer group information is just one of the factors considered by our compensation committee when establishing the appropriate level of compensation for our executive officers, and the appropriate allocation of their compensation among salary, annual incentive, and long-term incentive compensation and between cash and equity compensation. Other factors considered by our compensation committee include the scope of the executive officer’s role, the executive officer’s individual performance and experience, and our performance. In setting our executive officer compensation in fiscal 2025 and other recent fiscal years, our compensation committee has also considered the analysis provided by Semler Brossy regarding the compensation being paid by a peer group comprised of the following public professional service firms that are in businesses comparable to ours: • FTI Consulting, Inc. • Huron Consulting Group Inc. • ICF International • Exponent Inc. In setting our executive officer compensation in recent fiscal years, our compensation committee also reviewed data provided by Semler Brossy derived from industry surveys of the compensation of executive officers by companies of roughly the same size as us and data regressed to our level of revenue.
Dividends and dividend equivalent rights
Dividends and dividend equivalent rights Dividend equivalent rights accrue with respect to the RSUs and PRSUs granted under our amended and restated 2006 equity incentive plan in the form of additional units, which we refer to as “dividend units.” Dividend units are credited to the RSU or PRSU when the corresponding dividend is paid on our common stock. Generally, the number of dividend units credited to an RSU or PRSU with respect to a dividend is determined by multiplying the per-share amount of the dividend by the number of outstanding units under the RSU or PRSU (using the target number of units if the PRSU’s performance conditions are not determined) as of the dividend’s record date, and then dividing the result by our closing stock price on the date the dividend is paid. Dividend units vest on the same dates and in the same relative proportions as the RSUs or PRSUs on which they accrue, and are forfeited if, when and to the extent the RSUs or PRSUs on which they accrue are forfeited. No dividends or dividend equivalent rights will be paid or accrued on stock options or stock appreciation rights granted under the amended and restated 2006 equity incentive plan. No dividends will be paid with respect to unvested full-share awards granted under the plan after July 11, 2018, including shares of restricted stock. Any dividend equivalent rights that accrue on unvested full-share awards granted under the plan after July 11, 2018, will not be paid or otherwise settled until the full-share award has vested, and will be forfeited if the unvested full-share award is forfeited. To date, our board of directors has determined that all dividend units accruing on RSUs or PRSUs will upon vesting be paid only in cash, and not in shares of our common stock.
Policies and practices related to the grant of equity awards
Policies and practices related to the grant of equity awards Our compensation committee has historically followed a practice of generally making all equity awards to our senior corporate leaders, practice leaders and other key revenue generators on one or two dates each year. In fiscal 2025, the compensation committee made equity awards under our LTIP program on May 20, 2025 to Messrs. Maleh, Holmes and Yellin, and on August 4, 2025 to Dr. Nierenberg and Mr. Langan. The compensation committee does not take material nonpublic information into account when determining the timing and terms of equity awards, including stock options, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, no stock options were granted to the executive officers.
Clawback policy
Clawback policy The Company’s policy for the recovery of erroneously awarded compensation enables our board of directors to seek recoupment of annual or long-term incentive cash or equity compensation (including equity awards granted under our amended and restated 2006 equity incentive plan and cash awards granted under our cash incentive plan) from our current or former named executive officers in the event of an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws (excluding restatements resulting from changes to applicable accounting principles). The amount recoverable pursuant to this policy is the additional compensation received by the applicable person as a result of the financial statements initially used to determine his or her compensation differing from the restated form, and applies to compensation received in the three fiscal years preceding the accounting restatement. This policy applies to persons who served or serve as an “officer” as defined in Rule 16a-1(f) under the Exchange Act of 1934. Our chief executive officer and chief financial officer are also subject to Section 304 of the Sarbanes-Oxley Act of 2002, which requires them to reimburse us for certain bonus or other incentive-based or equity-based compensation, and certain profits received on the sale of our securities, when there has been an accounting restatement due to our material noncompliance, resulting from misconduct, with any financial reporting requirement under the securities laws.
Severance arrangements
Severance arrangements As described in this proxy statement under the heading “Compensation of Directors and Executive Officers—Executive compensation—Potential payments upon termination or change in control” below, in March 2020 and August 2025, as applicable, our executive officers entered into severance agreements with us providing for certain payments upon termination of an executive officer’s employment by the Company without “cause,” by the executive officer with “good reason,” or in connection with a change in control. An executive officer’s death or disability may trigger acceleration of certain equity awards granted to the executive officer under our amended and restated 2006 equity incentive plan pursuant to the executive officer’s severance agreement or, prior to those agreements, the applicable award agreement. A change in control may also trigger payments to our executive officers under our cash incentive plan. Our executive officers are also subject to certain confidentiality, non-competition and non-solicitation agreements.
Summary compensation
Summary compensation The following table provides a summary of all compensation earned with respect to fiscal 2025 by the following: • our president, chief executive officer and chairman of the board, Paul Maleh; • executive vice president, chief financial officer and treasurer, Eric Nierenberg; • our former executive vice president, chief financial officer and treasurer, Daniel Mahoney; • our executive vice president and chief corporate development officer, Chad Holmes; • our executive vice president and general counsel, Jonathan Yellin; and • our executive vice president and chief strategy and business transformation officer, Brian Langan. As noted above, these executive officers are sometimes referred to as our “named executive officers.” The compensation received by our named executive officers for or in fiscal 2025 consisted of the following: • base salary; • non-equity incentive plan awards in the form of annual incentive cash bonuses that our executive officers were eligible to receive for 2025 performance; • long-term incentive equity awards in the form of RSUs and PRSUs based on our fiscal 2025 and fiscal 2026 performance granted to our executive officers under our LTIP in 2025; and • modest perquisites and other compensation. Further details regarding this compensation can be found in the “Compensation discussion and analysis” above, and in the further disclosure under the heading “Executive compensation” below.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Paul Maleh President, chief executive officer and chairman of the board | 2025 | 900,000 | — | 2,099,925 | 1,125,000 | 31,643 | 4,156,568 | | | 2024 | 900,000 | — | 2,099,941 | 1,160,000 | 32,992 | 4,192,933 | | | 2023 | 900,000 | — | 1,599,955 | 1,055,000 | 29,238 | 3,584,193 | | Eric Nierenberg Executive vice president, chief financial officer and treasurer | 2025 | 341,154(7) | — | 325,052 | 305,224(8) | 25,478 | 996,908 | | Daniel Mahoney Former executive vice president, chief financial officer and treasurer | 2025 | 153,846 | — | — | — | 12,154 | 166,000 | | | 2024 | 500,000 | — | 600,089 | 425,000 | 29,710 | 1,554,799 | | | 2023 | 450,000 | — | 374,990 | 380,000 | 29,724 | 1,234,714 | | Chad Holmes Executive vice president and chief corporate development officer | 2025 | 500,000 | 150,000(9) | 400,095 | 500,000 | 23,361 | 1,573,456 | | | 2024 | 500,000 | — | 1,775,060 | 505,000 | 22,116 | 2,802,176 | | | 2023 | 450,000 | — | 374,990 | 370,000 | 21,149 | 1,216,139 | | Jonathan Yellin Executive vice president and general counsel | 2025 | 500,000 | — | 424,958 | 415,000 | 23,361 | 1,363,319 | | | 2024 | 500,000 | — | 424,970 | 430,000 | 22,116 | 1,377,086 | | | 2023 | 450,000 | — | 324,991 | 335,000 | 22,139 | 1,132,130 | | Brian Langan Executive vice president and chief strategy and business transformation officer | 2025 | 355,385(10) | — | 325,052 | 370,000(11) | 25,179 | 1,075,616 |
Summary Compensation Table
(1) Amounts reflect the aggregate grant date fair values of RSUs and PRSUs, as applicable, made in the specified fiscal periods to the applicable named executive officer. Specifically, in fiscal 2023, each named executive officer, with the exception of Dr. Nierenberg and Mr. Langan, was granted, on April 11, 2023, RSUs and PRSUs based on fiscal 2023 and fiscal 2024 performance; in fiscal 2024, each named executive officer, with the exception of Dr. Nierenberg and Mr. Langan, was granted, on April 29, 2024, RSUs and PRSUs based on fiscal 2024 and fiscal 2025 performance; in fiscal 2025, each named executive officer (other than Mr. Mahoney) was granted, on May 20, 2025 or August 4, 2025, as applicable, RSUs and PRSUs based on fiscal 2025 and fiscal 2026 performance. In addition, Mr. Holmes was granted, on April 29, 2024, a supplemental PRSU award (the “Supplemental PRSU Award”) that is subject to vesting based on fiscal 2024 through fiscal 2027 performance. These grant date fair values were computed in accordance with ASC Topic 718, excluding the estimated effect of any forfeitures, based on the closing market price of our common stock on the date of grant. In addition, the grant date fair value of each PRSU was computed based on the probable outcome of its performance conditions. Additional details on our accounting for share-based compensation can be found in note 1, “Summary of Significant Accounting Policies-Share-Based Compensation,” and note 9, “Share-Based Compensation,” to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026. The grant date fair values of the PRSUs based on fiscal 2025 and 2026 performance granted in fiscal 2025 to each of our executive officers (other than Mr. Mahoney) under our LTIP, assuming the maximum payment under each award is made, are as follows: for Mr. Maleh, $1,889,933; for Dr. Nierenberg, $292,547; for Mr. Holmes, $360,028; for Mr. Yellin, $254,936; and for Mr. Langan, $292,547. The grant date fair values of the PRSUs based on fiscal 2024 and 2025 performance granted in fiscal 2024 to our executive officers under our LTIP, assuming the maximum payment under each award is made, are as follows: for Mr. Maleh, $1,889,903; for Mr. Holmes, $1,735,098 (inclusive of the Supplemental PRSU Award); and for Mr. Yellin, $382,562. Mr. Mahoney did not receive an award in fiscal 2025, and Mr. Mahoney’s PRSUs granted in fiscal 2024 were forfeited upon his departure from the Company. The grant date fair values of the PRSUs based on fiscal 2023 and 2024 performance granted in fiscal 2023 to our executive officers under our LTIP, assuming the maximum payment under each award is made, are as follows: for Mr. Maleh, $1,439,960; for Mr. Mahoney and Mr. Holmes, $337,437; and for Mr. Yellin, $292,439. These grant date fair values were computed in accordance with ASC Topic 718, excluding the estimated effect of any forfeitures, based on the closing market price of our common stock on the date of grant. Dividend equivalent rights accrue with respect to RSUs and PRSUs granted under our amended and restated 2006 equity incentive plan in the form of additional units, which we refer to as “dividend units.” Dividend units are credited to the RSU or PRSU when the corresponding dividend is paid on our common stock. Generally, the number of dividend units credited to an RSU or PRSU with respect to a dividend is determined by multiplying the per-share amount of the dividend by the number of outstanding units under the RSU or PRSU (using the target number of units if the PRSU’s performance conditions are not determined) as of the dividend’s record date, and then dividing the result by our closing stock price on the date the dividend is paid. Dividend units vest on the same dates and in the same relative proportions as the RSUs or PRSUs on which they accrue. All dividend units that were credited to RSUs or PRSUs in fiscal 2023, fiscal 2024 and fiscal 2025 will upon vesting be paid in cash. Dividends are, and have been, factored into the grant date fair values reported for the RSUs or PRSUs, and thus dividend units are not reported as all other compensation either when credited or settled. (4) The amounts shown represent amounts earned in respect of the annual incentive cash bonuses based on performance measured over the specified fiscal years granted to our named executive officers under our cash incentive plan. The amounts earned on the annual incentive cash bonuses for fiscal 2025 performance were determined by our compensation committee on March 2, 2026. (5) For fiscal 2025, the amounts shown represent other compensation in the form of contributions to our 401(k) savings and retirement plan on behalf of each of our named executive officers and premiums we paid for term life insurance, long-term disability insurance and accidental death and dismemberment insurance for the benefit of our named executive officers, as well as the perquisites and other personal benefits described in footnote (6) below. (6) For fiscal 2025, the amounts shown for our executive officers include our aggregate incremental cost of the following perquisites and other personal benefits paid to our executive officers: parking, reimbursement for certain health and dental premiums and expenses, supplemental health insurance and certain entertainment-related expenses. (7) Amount reflects (i) salary earned by Dr. Nierenberg in his capacity as executive vice president, chief financial officer and treasurer from August 4, 2025 through January 3, 2026 in the amount of $169,231, and (ii) salary earned for services provided to the Company in his prior capacity as vice president from December 29, 2024 through August 3, 2025 in the amount of $171,923. (8) Amount reflects (i) the annual incentive cash bonus earned by Dr. Nierenberg in his capacity as executive vice president, chief financial officer and treasurer from August 4, 2025 through January 3, 2026 in the amount of $257,000, and (ii) the cash award granted under our LTIP earned in his prior capacity as vice president from December 29, 2024 through August 3, 2025 in the amount of $48,224. (9) Amount reflects one-time cash award in appreciation for Mr. Holmes’ service as interim chief financial officer and treasurer from April 2025 to August 2025. (10) Amount reflects (i) salary earned by Mr. Langan in his capacity as executive vice president and chief strategy and business transformation officer from August 4, 2025 through January 3, 2026 in the amount of $169,231, and (ii) salary earned for services provided to the Company in his prior capacity as vice president in the Company’s Competition and Labor & Employment group from December 29, 2024 through August 3, 2025 in the amount of $186,154. (11) Amount reflects (i) the annual incentive cash bonus earned by Mr. Langan in his capacity as executive vice president and chief strategy and business transformation officer from August 4, 2025 through January 3, 2026 in the amount of $257,000, and (ii) the cash award granted under our LTIP earned for services provided to the Company in his prior capacity as vice president in the Company’s Competition and Labor & Employment group from December 29, 2024 through August 3, 2025 in the amount of $113,000.
Grants of Plan-Based Awards for Fiscal 2025
Grants of Plan-Based Awards for Fiscal 2025
Grants of Plan-Based Awards for Fiscal 2025
| Name | Type of Award(1) | Grant Date | Date Compensation Committee Took Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value ($)(3) | | | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Paul Maleh | CIB | 5/20/25 | — | 1,100,000 | 2,002,000 | — | — | — | — | — | | | RSU | 5/20/25 | — | — | — | — | — | — | 4,392 | 839,970 | | | PRSU | 5/20/25 | — | — | — | 3,425 | 6,588 | 9,882 | — | 1,259,955 | | Eric Nierenberg | CIB | 8/4/25 | 7/16/25 | 250,000 | 425,000 | — | — | — | — | — | | | RSU | 8/4/25 | 7/16/25 | — | — | — | — | — | 734 | 130,021 | | | PRSU | 8/4/25 | 7/16/25 | — | — | 572 | 1,101 | 1,652 | — | 195,031 | | Chad Holmes | CIB | 5/20/25 | — | 475,000 | 807,500 | — | — | — | — | — | | | RSU | 5/20/25 | — | — | — | — | — | — | 837 | 160,076 | | | PRSU | 5/20/25 | — | — | — | 652 | 1,255 | 1,883 | — | 240,019 | | Jonathan Yellin | CIB | 5/20/25 | — | 400,000 | 680,000 | — | — | — | — | — | | | RSU | 5/20/25 | — | — | — | — | — | — | 889 | 170,021 | | | PRSU | 5/20/25 | — | — | — | 693 | 1,333 | 2,000 | — | 254,936 | | Brian Langan | CIB | 8/4/25 | 7/16/25 | 250,000 | 425,000 | — | — | — | — | — | | | RSU | 8/4/25 | 7/16/25 | — | — | — | — | — | 734 | 130,021 | | | PRSU | 8/4/25 | 7/16/25 | — | — | 572 | 1,101 | 1,652 | — | 195,031 |
Grants of Plan-Based Awards for Fiscal 2025
(1) For purposes of this column, (a) “CIB” means an annual cash incentive bonus that the applicable executive officer was eligible to receive based on fiscal 2025 performance under our cash incentive plan, (b) “RSU” means a time-vesting restricted stock unit award measured in shares of our common stock granted under our amended and restated 2006 equity incentive plan, and (c) “PRSU” means a performance-vesting restricted stock unit award measured in shares of our common stock granted under our amended and restated 2006 equity incentive plan. Dividend equivalent rights accrue with respect to RSUs and PRSUs granted under our amended and restated 2006 equity incentive plan in the form of additional units, which we refer to as “dividend units.” Dividend units are credited to the RSU or PRSU when the corresponding dividend is paid on our common stock. Generally, the number of dividend units credited to an RSU or PRSU with respect to a dividend is determined by multiplying the per share amount of the dividend by the number of outstanding units under the RSU or PRSU (using the target number of units if the PRSU’s performance conditions are not determined) as of the dividend’s record date, and then dividing the result by our closing stock price on the date the dividend is paid. Dividend units vest on the same dates and in the same relative proportions as the RSUs or PRSUs on which they accrue. All dividend units that were credited to RSUs or PRSUs in fiscal 2025 will upon vesting be paid in cash. Dividends are, and have been, factored into the grant date fair values reported for the RSUs or PRSUs, and thus dividend units are not reported in the table above when granted. The grant date fair value was computed in accordance with ASC Topic 718, excluding with respect to RSUs and PRSUs the estimated effect of any forfeitures, based on the closing market price of our common stock on the date of grant. In addition, the grant date fair values of the PRSUs were computed based on the probable outcome of the awards’ performance conditions.
Outstanding equity awards
Outstanding equity awards The following table provides information regarding outstanding equity awards held by our named executive officers on January 3, 2026.
Outstanding Equity Awards at End of Fiscal 2025
Outstanding Equity Awards at End of Fiscal 2025
Outstanding Equity Awards at End of Fiscal 2025
| | Option Awards | | | | | Stock Awards(1) | | | | | Name | Type of Awards(2) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(15) | | Paul Maleh | OPT | 16,304 | — | 44.87 | 12/18/2027 | — | — | — | — | | | OPT | 15,173 | — | 47.45 | 12/6/2028 | — | — | — | — | | | RSU | — | — | — | — | 1,962(3) | 393,420 | — | — | | | RSU | — | — | — | — | 3,107(4) | 623,016 | — | — | | | RSU | — | — | — | — | 4,328(5) | 867,851 | — | — | | | RSU | | | | | 4,427(6) | 887,702 | | | | | PRSU | — | — | — | — | 2,825(8) | 566,469 | — | — | | | PRSU | — | — | — | — | 5,453(9) | 1,093,436 | — | — | | | PRSU | — | — | — | — | — | — | 12,746(10) | 2,555,828 | | | PRSU | — | — | — | — | — | — | 9,882(11) | 1,981,539 | | Eric Nierenberg | RSU | — | — | — | — | 738(12) | 147,984 | — | — | | | PRSU | — | — | — | — | — | — | 1,652(13) | 331,159 | | Chad Holmes | OPT | 4,076 | — | 44.87 | 12/18/2027 | — | — | — | — | | | OPT | 4,425 | — | 47.45 | 12/6/2028 | — | — | — | — | | | RSU | — | — | — | — | 460(3) | 92,239 | — | — | | | RSU | — | — | — | — | 728(4) | 145,979 | — | — | | | RSU | — | — | — | — | 825(5) | 165,429 | — | — | | | RSU | — | — | — | — | 844(6) | 169,239 | | | | | PRSU | — | — | — | — | 662(8) | 132,744 | — | — | | | PRSU | — | — | — | — | 1,238(9) | 256,265 | | | | | PRSU | — | — | — | — | — | — | 2,429(10) | 487,063 | | | PRSU | — | — | — | — | — | — | 1,883(11) | 377,479 | | | PRSU | — | — | — | — | — | — | 9,273(14) | 1,859,422 | | Jonathan Yellin | OPT | 2,377 | — | 44.87 | 12/18/2027 | — | — | — | — | | | OPT | 2,845 | — | 47.45 | 12/6/2028 | — | — | — | — | | | RSU | — | — | — | — | 398(3) | 79,807 | — | — | | | RSU | — | — | — | — | 631(4) | 126,528 | — | — | | | RSU | — | — | — | — | 875(5) | 175,455 | — | — | | | RSU | — | — | — | — | 896(6) | 179,666 | | | | | PRSU | — | — | — | — | 573(8) | 114,898 | | | | | PRSU | — | — | — | — | 1,108(9) | 222,176 | — | — | | | PRSU | — | — | — | — | — | — | 2,580(10) | 517,342 | | | PRSU | — | — | — | — | — | — | 2,000(11) | 401,040 | | Brian Langan | RSU | — | — | — | — | 738(12) | 147,984 | — | — | | | PRSU | — | — | — | — | — | — | 1,652(13) | 331,159 |
Outstanding Equity Awards at End of Fiscal 2025
Includes all dividend units that accrued on the RSUs and PRSUs and were unvested as of the end of fiscal 2025. Upon vesting, these dividend units are payable only in cash. Dividend units have been rounded to the nearest whole unit. (2) For purposes of this column, (a) “OPT” means a stock option granted under our LTIP and amended and restated 2006 equity incentive plan, (b) “RSU” means a time-vesting restricted stock unit award, measured in shares of our common stock, granted under our LTIP and amended and restated 2006 equity incentive plan, and (c) “PRSU” means a performance-vesting restricted stock unit award granted under our LTIP and amended and restated 2006 equity incentive plan, measured in shares of our common stock, for which the performance conditions were not determined as of the end of fiscal 2025. The vesting of any portion of an RSU or PRSU is subject to the continued employment of the award recipient on the vesting date. Vested portions of any RSU or PRSU are payable, at our election, in cash, shares of our common stock or a combination of the two, except that the corresponding vested dividend units will be paid in cash. (3) These RSUs vested on March 10, 2026. (4) These RSUs vest in two equal annual installments beginning April 11, 2026. (5) These RSUs vest in three equal annual installments beginning on April 29, 2026. (6) These RSUs vest in four equal annual installments beginning on May 20, 2026. (7) The market values of these unvested RSUs are based on the closing market price of our common stock on January 2, 2026, the last trading date of fiscal 2025, of $200.52. (8) Amounts represent the number of PRSUs that have been earned based on our fiscal 2022 and 2023 performance granted on March 10, 2022 to our executive officers. As further described in this proxy statement above under the heading “Compensation of Directors and Executive Officers—Compensation discussion and analysis—Executive officer compensation—Option exercises and vesting of stock,” on March 3, 2024, our compensation committee determined the number of shares of common stock, or “performance share numbers,” that vested for these PRSUs. 50% of each of these performance share numbers vested on the date of that determination, and the remaining 50% of each of these performance share numbers will vest in two equal annual installments on the third and fourth anniversaries of March 10, 2022. Vested portions of these performance share numbers are payable, at our election, in cash, shares of our common stock or a combination of the two, except that the corresponding vested dividend units will be paid in cash. (9) Amounts represent the number of PRSUs that have been earned based on our fiscal 2023 and 2024 performance granted on April 11, 2023 to our executive officers. As further described in this proxy statement above under the heading “Compensation of Directors and Executive Officers—Compensation discussion and analysis—Executive officer compensation—Option exercises and vesting of stock,” on March 3, 2025, our compensation committee determined the number of shares of common stock, or “performance share numbers,” that vested for these PRSUs. 50% of each of these performance share numbers vested on the date of that determination, and the remaining 50% of each of these performance share numbers will vest in two equal annual installments on the third and fourth anniversaries of April 11, 2023. Vested portions of these performance share numbers are payable, at our election, in cash, shares of our common stock or a combination of the two, except that the corresponding vested dividend units will be paid in cash. Amounts represent the number of PRSUs that have been earned based on our fiscal 2024 and 2025 performance granted on April 29, 2024 to our executive officers. As further described in this proxy statement above under the heading “Compensation of Directors and Executive Officers—Compensation discussion and analysis—Executive officer compensation—Option exercises and vesting of stock,” on March 2, 2026, our compensation committee determined the number of shares of common stock, or “performance share numbers,” that vested for these PRSUs. 50% of each of these performance share numbers vested on the date of that determination, and the remaining 50% of each of these performance share numbers will vest in two equal annual installments on the third and fourth anniversaries of April 29, 2024. Vested portions of these performance share numbers are payable, at our election, in cash, shares of our common stock or a combination of the two, except that the corresponding vested dividend units will be paid in cash. As results as of January 3, 2026 indicate performance at a maximum level, amounts represent the maximum number of shares of our common stock that can be issued under PRSUs based on our fiscal 2025 and 2026 performance granted on May 20, 2025 to Messrs. Maleh, Holmes and Yellin. Our compensation committee will determine the actual number of shares of our common stock potentially issuable in respect of these PRSUs based on the outcome of their performance conditions, or their “performance share numbers,” in the first quarter of fiscal 2027. 50% of each of these performance share numbers will vest on the date of that determination, and the remaining 50% of each of these performance share numbers will vest in two equal annual installments on the third and fourth anniversaries of May 20, 2025. Vested portions of these performance share numbers are payable, at our election, in cash, shares of our common stock or a combination of the two, except that the corresponding vested dividend units will be paid in cash. (12) These RSUs vest in four equal annual installments beginning on August 4, 2026. (13) As results as of January 3, 2026 indicate performance at a maximum level, amounts represent the maximum number of shares of our common stock that can be issued under PRSUs based on our fiscal 2025 and 2026 performance granted on August 4, 2025 to Dr. Nierenberg and Mr. Langan. Our compensation committee will determine the actual number of shares of our common stock potentially issuable in respect of these PRSUs based on the outcome of their performance conditions, or their “performance share numbers,” in the first quarter of fiscal 2027. 50% of each of these performance share numbers will vest on the date of that determination, and the remaining 50% of each of these performance share numbers will vest in two equal annual installments on the third and fourth anniversaries of August 4, 2025. Vested portions of these performance share numbers are payable, at our election, in cash, shares of our common stock or a combination of the two, except that the corresponding vested dividend units will be paid in cash. (14)
Outstanding Equity Awards at End of Fiscal 2025
For purposes of Mr. Holmes’ Supplemental PRSU Award, there is no opportunity to earn a payout above the “target” level; accordingly, the “target” and “maximum” levels are the same. As of January 3, 2026, performance results indicate achievement at or below target level (100%), and therefore the amount shown represents the target number of shares of our common stock that can be issued under Mr. Holmes’ Supplemental PRSU Award granted on April 29, 2024, based on performance in fiscal 2024 through fiscal 2027. Our compensation committee will determine the actual number of shares of our common stock potentially issuable in respect of the Supplemental PRSU Award based on the outcome of its performance conditions, or its “performance share numbers,” in the first quarter of fiscal 2028. 50% of the performance share numbers will vest on the date of that determination, and the remaining 50% will vest on the last day of fiscal 2028, subject in each case to Mr. Holmes’ continued service with the Company through such date. Vested portions of these performance share numbers are payable, at our election, in cash, shares of our common stock or a combination of the two, except that the corresponding vested dividend units will be paid in cash. (15) The market values of these PRSUs are based on the closing market price of our common stock on January 2, 2026, the last trading date of fiscal 2025, of $200.52.
Option exercises and vesting of stock
Option exercises and vesting of stock The following table provides information regarding the vesting of our named executive officers’ RSUs and PRSUs during fiscal 2025. No stock options were exercised in fiscal 2025 by our named executive officers. For each named executive officer, the number of shares reported as having vested in fiscal 2025 under the heading “Number of Shares Acquired on Vesting” in the table below consists of (1) shares of our common stock issued under our LTIP and amended and restated 2006 equity incentive plan upon the vesting on March 10, 2025, March 22, 2025, April 11, 2025, and April 29, 2025 of RSUs issued under our LTIP, and (2) shares of our common stock issued under our LTIP and amended and restated 2006 equity incentive plan upon the vesting on March 3, 2025, March 10, 2025 and March 22, 2025 of PRSUs issued under our LTIP. The shares of common stock issued pursuant to the vesting of the RSUs and PRSUs are subject to our ownership guidelines described in this proxy statement under the heading “Compensation of Directors and Executive Officers—Compensation discussion and analysis—Ownership guidelines” above.
Stock Vested During Fiscal 2025
Stock Vested During Fiscal 2025
Stock Vested During Fiscal 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2) | | Paul Maleh | 18,883 | 2,475,517 | | Daniel Mahoney | 3,681 | 447,427 | | Chad Holmes | 4,358 | 568,982 | | Jonathan Yellin | 3,714 | 479,882 | | Eric Nierenberg | — | — | | Brian Langan | — | — |
Stock Vested During Fiscal 2025
(1) The value realized on the vesting of shares of restricted stock and the issuance of shares of our common stock with respect to the vesting of RSUs and PRSUs is based on the following closing market prices of our common stock on the respective dates of vesting or, where applicable, the last trading date after the vesting date:
Stock Vested During Fiscal 2025
| Vesting Date | Closing Market Price ($) | | 04/29/2025 | 162.69 | | 04/11/2025 | 167.90 | | 03/22/2025 | 180.14 | | 03/10/2025 | 174.28 | | 03/03/2025 | 190.45 |
Stock Vested During Fiscal 2025
(2) The value realized on the vesting of RSUs and PRSUs also includes the amount paid in cash on the date of vesting to the applicable named executive officer in settlement of dividend units that had accrued on the vested RSUs or PRSUs. These dividend units were settled at the per share price of our common stock set forth for the applicable vesting date in note (1) above.
Potential payments upon termination or change in control
Potential payments upon termination or change in control The agreements described below provide for payments to the applicable named executive officer, as well as the acceleration of the vesting of certain equity awards held by the executive officer, in the event that the executive officer’s employment with us is terminated in certain circumstances or that we undergo a change in control. Cash incentive plan In fiscal 2025, each of our named executive officers (other than Mr. Mahoney) was eligible to receive an annual incentive cash bonus based on fiscal 2025 performance under our cash incentive plan. Under this plan, upon the occurrence of a “change in control,” each of these bonuses is paid out as if the effective date of the change in control were the last day of the applicable performance period and all performance goals had been attained, unless provision is made in connection with the change in control for (1) the assumption of all previously granted awards or (2) the substitution of such performance awards with commensurate new awards covering stock of the successor corporation or its parent or subsidiary. Under our cash incentive plan, “change in control” means (1) we merge with or into or consolidate with another corporation, unless our outstanding voting securities immediately prior to the change in control continue to represent, either by remaining outstanding or conversion into voting securities of the entity surviving the change in control, at least 50% of our combined voting power or of the combined voting power of the entity surviving the change in control; (2) any person (with standard exceptions) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities representing 50% or more of the combined voting power of our then outstanding securities; or (3) we liquidate or sell substantially all of our assets. Stock option agreements Each of the stock options issued pursuant to our amended and restated 2006 equity incentive plan is subject to a stock option agreement that provides for the full vesting of all unvested stock options subject to the agreement on the applicable named executive officer’s death or termination of providing services for us due to disability (as determined by us in our sole discretion). As of the last business day of fiscal 2025, all of the stock options issued under our amended and restated 2006 equity incentive plan have vested. Restricted stock and restricted stock unit agreements As of the last business day of fiscal 2025, each of our named executive officers (other than Mr. Mahoney) held unvested time-vesting restricted stock unit awards, or “RSUs,” issued under our amended and restated 2006 equity incentive plan. Each of these grants is subject to a restricted stock unit agreement. Each of these agreements provides for the full vesting of all unvested RSUs subject to the agreement on the applicable named executive officer’s death or termination of providing services for us due to disability (as determined by us in our sole discretion). Restricted stock unit for performance agreements As of the last business day of fiscal 2025, each of our named executive officers (other than Mr. Mahoney) held unvested performance-vesting restricted stock unit awards, or “PRSUs,” issued under our amended and restated 2006 equity incentive plan. Each of these grants is subject to a restricted stock unit for performance agreement that provides for acceleration of vesting on the applicable named executive officer’s death or termination of providing services for us due to disability (as determined by us in our sole discretion). For an award for which the number of shares potentially issuable based on the outcome of the award’s performance conditions, or “performance share number,” has not yet been determined, the amount accelerated is the target performance share number. For an award for which the performance share number has been determined, the amount accelerated is the then unvested portion of the performance share number. Severance agreements In March 2020, we engaged our compensation consultant, Semler Brossy, to assist us in reviewing and assessing our executive officer compensation package, including a review of appropriate severance arrangements for our executive officers. After consultation with Semler Brossy, and reviewing a variety of factors, including the scope and nature of severance agreements for the executive officers at our peer companies, we entered into severance agreements with Messrs. Maleh, Mahoney, Holmes and Yellin, and in August 2025, we entered into severance agreements with Dr. Nierenberg and Mr. Langan. The severance agreements provide clarity to our shareholders and executives on the treatment under different termination scenarios, addressing any concerns about how discretion might be applied. These severance agreements provide for certain benefits to the executive officer in a termination event, including in connection with a “change in control.” Pursuant to each executive officer’s severance agreement, if the executive officer’s employment with us is terminated for any reason, the executive officer will be entitled to receive a lump-sum payment equal to the sum of his earned but unpaid base salary through his termination date plus any accrued but unused vacation days, and any other vested benefits that the executive officer may have under our employee benefit plans (collectively referred to as the “Accrued Obligations”). If the executive officer’s employment is terminated by us without “cause” or by the executive officer for “good reason,” then, in addition to the Accrued Obligations, the executive officer will be entitled to receive the following additional benefits: • a cash payment equal to the sum of: • in the case of Mr. Maleh, 2.0 times the sum of his annual base salary and target bonus and, in the case of each of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan, one time the sum of the applicable executive officer’s annual base salary and target bonus; plus • a pro-rata target annual cash bonus for the portion of the then-current year; and 12 months of continued cash payments for COBRA and the employer contribution for group term life insurance. In addition, the vesting of any unvested stock options, RSUs or other time-based equity awards held by the executive officer will be fully accelerated. Any PRSUs or other performance-based equity awards held by the executive officer, including Mr. Holmes’ Supplemental PRSU Award, will remain outstanding and will vest based on actual performance following the end of the performance period, provided that (1) any time-based vesting component of such PRSU or performance-based equity award will be treated as fully satisfied upon the expiration of the performance period and (2) any individual performance metrics applicable to the executive officer will be deemed achieved at the target level of performance. If the executive officer’s employment is terminated by us without “cause” or by the executive officer for “good reason” within 12 months of a “change in control,” then, in addition to the Accrued Obligations, the executive officer will be entitled to receive the following additional benefits: • a lump-sum cash payment equal to the sum of: • in the case of Mr. Maleh, 2.5 times the sum of his annual base salary and target bonus and, in the case of each of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan, 1.5 times the sum of the applicable executive officer’s annual base salary and target bonus; plus • a pro-rata target annual cash bonus for the portion of the then-current year; and • a lump-sum cash payment equal to 12 months of COBRA and the employer contribution for group term life insurance.
Potential payments upon termination or change in control
In addition, with respect to equity awards that are not assumed in connection with a “change in control,” any unvested time-based equity awards held by the executive officer will become fully vested. Any unvested performance-based equity awards will vest based on the level of achievement during the applicable performance period as of the date of the “change in control,” as reasonably determined, with any performance goals adjusted in the board of directors’ good faith discretion to reflect the truncated performance period, except that the number of shares issuable under the award will be adjusted pro rata based on the portion of the performance period that was completed as of the date of the “change in control.” Upon an executive officer’s death, disability or retirement, each executive officer’s severance agreement provides for full acceleration of the vesting of any unvested time-based equity awards held by the executive officer. Any performance-based equity awards held by the executive officer will remain outstanding and will vest based on actual performance following the end of the performance period, provided that (1) any time-based vesting component of such performance-based equity awards will be treated as fully satisfied upon the expiration of the performance period and (2) any individual performance metrics applicable to the executive officer will be deemed achieved at the target level of performance. Each of our executive officers (other than Mr. Mahoney) holds unvested RSUs (time-based equity awards) and PRSUs with performance conditions that have not yet been determined (performance-based equity awards) and none of our executive officers holds unvested stock options, which are in each case covered by the applicable officer’s severance agreement. Daniel Mahoney Resignation and Severance Mr. Mahoney resigned from his position as executive vice president, chief financial officer and treasurer effective April 11, 2025, pursuant to Section 2(e) of his severance agreement. Mr. Mahoney’s resignation did not constitute a termination by the Company without Cause or a termination by Mr. Mahoney for Good Reason (each as defined in Mr. Mahoney’s severance agreement), and was not in connection with a change in control. In connection with his resignation, and in accordance with Section 3(c) of his severance agreement, Mr. Mahoney was entitled to receive his accrued obligations, consisting of earned but unpaid base salary through his termination date, accrued but unused vacation, and any other vested benefits under the Company’s employee benefit plans. Mr. Mahoney did not receive any severance payments, post-termination salary continuation, target bonus severance, or continued benefits beyond his accrued obligations, and all unvested equity awards held by Mr. Mahoney were forfeited upon his resignation. Hypothetical termination or change in control as of the end of fiscal 2025 The tables below summarize the payments that our named executive officers would receive, as well as the value of the acceleration of the vesting of equity awards held by them, under the agreements described above in connection with certain hypothetical terminations or changes in control as of January 2, 2026, the last business day of fiscal 2025. Potential Payments Upon Termination By Company Without Cause(1) or by Executive With Good Reason(2) Not in Connection with a Change in Control as of January 2, 2026
Potential payments upon termination or change in control
| | Salary ($)(3) | Target Incentive Bonus ($)(4) | Cash Management Performance Award ($)(5) | Restricted Stock Units ($)(6) | Performance Restricted Stock Units ($)(7) | Total Payment Upon Termination ($) | | Paul Maleh | 1,846,535 | 2,200,000 | 1,100,000 | 4,431,893 | 4,537,367 | 14,115,795 | | Eric Nierenberg | 387,689 | 250,000 | 250,000 | 147,984 | 331,159 | 1,366,832 | | Chad Holmes | 546,535 | 475,000 | 475,000 | 961,894 | 2,723,964 | 5,182,393 | | Jonathan Yellin | 546,535 | 400,000 | 400,000 | 898,530 | 918,382 | 3,163,447 | | Brian Langan | 401,920 | 250,000 | 250,000 | 147,984 | 331,159 | 1,381,062 |
Potential payments upon termination or change in control
(1) “Cause” is defined as: (i) any material breach by the executive of any agreement to which the executive and CRA (or any parent or subsidiary of CRA) are both parties, (ii) any act or omission by the executive that is in material violation of any material policy of CRA, (iii) the conviction of the executive by a court of competent jurisdiction for (or plea by the executive of no contest with respect to) felony criminal conduct, or (iv) any material misconduct or material neglect of duties by the executive in connection with the business or affairs of CRA (or any parent or subsidiary). (2) Executive has complied with the “Good Reason Process” (as defined in each severance agreement) following the occurrence of any of the following events without executive’s consent: (i) a material reduction in the executive’s duties, authorities or responsibilities or a requirement that the executive report to anyone other than the Board, in the case of Mr. Maleh, or the President or Chief Executive Officer, in the case of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan; (ii) a reduction in the executive’s annual base salary or annual bonus opportunity (other than an across-the-board reduction of not more than ten percent (10%) applicable to all senior executive officers which occurs prior to a change in control); (iii) a material reduction in executive’s benefits in the aggregate (other than an across-the-board reduction of benefit levels) from those provided to executive; (iv) a relocation of executive’s principal place of employment out of the city of Boston, Massachusetts, in the case of Dr. Nierenberg and Messrs. Maleh, Yellin and Langan, or Chicago, Illinois, in the case of Mr. Holmes; (v) a material breach of any provision of the executive’s severance agreement by CRA; (vi) the failure of CRA to have a successor entity specifically assume the severance agreement within ten (10) business days after a change in control; or (vii) the insolvency of CRA or the filing (by any party, including CRA) of a petition for bankruptcy with respect to the Company, which petition is not dismissed within 60 days. (3) Represents a payment equal to two times Mr. Maleh’s base salary and one time the base salary of each of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan paid in accordance with CRA’s payroll practices over a period of 12 months. Also includes $46,535 for each of Dr. Nierenberg and Messrs. Maleh, Holmes, Yellin and Langan, which reflects 12 months of continued cash payments for COBRA and the employer contribution for group term life insurance. (4) Represents a payment equal to two times Mr. Maleh’s base target incentive bonus and one time the target incentive bonus of each of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan paid in accordance with CRA’s payroll practices over a period of 12 months. Amounts represent target payouts under annual incentive cash bonuses that our named executive officers were eligible to receive for fiscal 2025 performance under our cash incentive plan. The amounts actually to be paid with respect to these bonuses were determined by our compensation committee on March 2, 2026, and are reported above in the “Summary Compensation Table” under the heading “Non-Equity Incentive Plan Compensation.” Amounts represent the value of the full acceleration of vesting of RSUs, and PRSUs for which the performance conditions had been determined prior to the end of fiscal 2025, granted under our amended and restated 2006 equity incentive plan and LTIP and held by the applicable executive officer as of the last business day of fiscal 2025. These unvested RSUs and PRSUs are reported as awards of type “RSU” and “PRSU” in the “Outstanding Equity Awards at End of Fiscal 2025” table above under the heading “Number of Shares or Units of Stock That Have Not Vested.” The value of this acceleration was determined based on the closing market price of our common stock on January 2, 2026, the last business day of fiscal 2025, of $200.52. (7) Amounts represent the value of (1) the full acceleration of vesting of PRSUs granted on April 29, 2024 under our amended and restated 2006 equity incentive plan and LTIP and held by the applicable executive officer as of the end of the fiscal 2025 with performance periods consisting of fiscal 2024 and fiscal 2025 (the “2024/2025 PRSUs”), assuming target performance, (2) the full acceleration of vesting of PRSUs granted on May 20, 2025, in the case of Messrs. Maleh, Holmes and Yellin, and on August 4, 2025, in the case of Dr. Nierenberg and Mr. Langan, under our amended and restated 2006 equity incentive plan and LTIP and held by the applicable executive officer as of the end of the fiscal 2025 with performance periods consisting of fiscal 2025 and fiscal 2026 (the “2025/2026 PRSUs”), assuming target performance and (3) with respect to Mr. Holmes, the full acceleration of vesting of his Supplemental PRSU Award, assuming target performance. The PRSUs, including the Supplemental PRSU Award, will remain outstanding and will vest and be settled based on actual performance during the applicable performance period with (x) any time-based vesting that may be applicable in addition to performance-based vesting treated as fully satisfied upon the expiration of the performance period and (y) any individual performance metric applicable to the executive officer deemed achieved at the target level of performance. As a result, the 2024/2025 PRSUs would not settle or vest until the performance determination has been made in early 2026, the 2025/2026 PRSUs would not settle or vest until the performance determination has been made in early 2027, and the Supplemental PRSU Award would not settle or vest until the performance determination has been made in early 2028. The table reflects achievement of the 2024/2025 PRSUs based on target performance as of the termination date; as further described in this proxy statement above under the heading “Compensation of Directors and Executive Officers—Compensation discussion and analysis—Executive officer compensation— Option exercises and vesting of stock,” on March 2, 2026, our compensation committee determined the number of shares of common stock, or “performance share number,” that vested for the 2024/2025 PRSUs. Any PRSU or portion thereof that does not vest based on actual performance during the performance period shall be immediately forfeited and cancelled. The value of this acceleration was determined based on the closing market price of our common stock on January 2, 2026, the last business day of fiscal 2024, of $200.52. The following table assumes that the hypothetical change in control would be a “change in control” for purposes of our cash incentive plan and severance agreements and that the applicable annual incentive cash bonuses would neither be assumed nor substituted for in the change in control.
Potential Payments Upon Termination Without Cause(1) or Good Reason(2) Within 12 Months of a Change in Control as of January 2, 2026
Potential Payments Upon Termination Without Cause(1) or Good Reason(2) Within 12 Months of a Change in Control as of January 2, 2026
Potential Payments Upon Termination Without Cause(1) or Good Reason(2) Within 12 Months of a Change in Control as of January 2, 2026
| | Salary ($)(3) | Target Incentive Bonus ($)(4) | Cash Management Performance Award ($)(5) | Restricted Stock Units ($)(6) | Performance Restricted Stock Units ($)(7) | Total Payment Upon Termination or Change in Control ($) | | Paul Maleh | 2,296,535 | 2,750,000 | 1,100,000 | 4,431,893 | 4,537,367 | 15,115,795 | | Eric Nierenberg | 558,266 | 375,000 | 250,000 | 147,984 | 331,159 | 1,662,409 | | Chad Holmes | 796,535 | 712,500 | 475,000 | 961,894 | 2,723,964 | 5,669,893 | | Jonathan Yellin | 796,535 | 600,000 | 400,000 | 898,530 | 918,382 | 3,613,447 | | Brian Langan | 579,612 | 375,000 | 250,000 | 147,984 | 331,159 | 1,683,755 |
Potential Payments Upon Termination Without Cause(1) or Good Reason(2) Within 12 Months of a Change in Control as of January 2, 2026
“Cause” is defined as: (i) any material breach by the executive of any agreement to which the executive and CRA (or any parent or subsidiary of CRA) are both parties, (ii) any act or omission by the executive that is in material violation of any material policy of CRA, (iii) the conviction of the executive by a court of competent jurisdiction for (or plea by the executive of no contest with respect to) felony criminal conduct, or (iv) any material misconduct or material neglect of duties by the executive in connection with the business or affairs of CRA (or any parent or subsidiary). (2) Executive has complied with the “Good Reason Process” (as defined in each severance agreement) following the occurrence of any of the following events without executive’s consent: (i) a material reduction in the executive’s duties, authorities or responsibilities or a requirement that the executive report to anyone other than the Board, in the case of Mr. Maleh, or the President or Chief Executive Officer, in the case of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan; (ii) a reduction in the executive’s annual base salary or annual bonus opportunity (other than an across-the-board reduction of not more than ten percent (10%) applicable to all senior executive officers which occurs prior to a change in control); (iii) a material reduction in executive’s benefits in the aggregate (other than an across-the-board reduction of benefit levels) from those provided to executive; (iv) a relocation of executive’s principal place of employment out of the city of Boston, Massachusetts, in the case of Dr. Nierenberg and Messrs. Maleh, Yellin and Langan, or Chicago, Illinois, in the case of Mr. Holmes; (v) a material breach of any provision of the executive’s severance agreement by CRA; (vi) the failure of CRA to have a successor entity specifically assume the severance agreement within ten (10) business days after a change in control; or (vii) the insolvency of CRA or the filing (by any party, including CRA) of a petition for bankruptcy with respect to the Company, which petition is not dismissed within 60 days. (3) Represents a lump-sum payment equal to 2.5 times Mr. Maleh’s base salary and 1.5 times the base salary of each of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan. Also includes $45,683, for each of Dr. Nierenberg and Messrs. Maleh, Holmes, Yellin and Langan, which reflects a lump-sum payment equal to 12 months of continued cash payments for COBRA and the employer contribution for group term life insurance. (4) Represents a lump-sum payment equal to 2.5 times Mr. Maleh’s base target incentive bonus and 1.5 times the target incentive bonus of each of Dr. Nierenberg and Messrs. Holmes, Yellin and Langan. (5) Amounts represent target payouts under annual incentive cash bonuses that our named executive officers were eligible to receive for fiscal 2025 performance under our cash incentive plan. The amounts actually to be paid with respect to these bonuses were determined by our compensation committee on March 2, 2026, and are reported above in the “Summary Compensation Table” under the heading “Non-Equity Incentive Plan Compensation.” (6) Amounts represent the value of the full acceleration of vesting of RSUs, and PRSUs for which the performance conditions had been determined prior to the end of fiscal 2025, granted under our amended and restated 2006 equity incentive plan and LTIP and held by the applicable executive officer as of the last business day of fiscal 2025. These unvested RSUs and PRSUs are reported as awards of type “RSU” and “PRSU” in the “Outstanding Equity Awards at End of Fiscal 2025” table above under the heading “Number of Shares or Units of Stock That Have Not Vested.” The value of this acceleration was determined based on the closing market price of our common stock on January 2, 2026, the last business day of fiscal 2025, of $200.52. Amounts represent the value of (1) the full acceleration of vesting of the 2024/2025 PRSUs, assuming target performance, (2) the full acceleration of vesting of the 2025/2026 PRSUs, assuming target performance, and (3) with respect to Mr. Holmes, the full acceleration and vesting of his Supplemental PRSU Award, assuming target performance. The value of this acceleration was determined based on the closing market price of our common stock on January 2, 2026, the last business day of fiscal 2025, of $200.52. For the 2024/2025 PRSUs, the 2025/2026 PRSUs, and Mr. Holmes’ Supplemental PRSU Award, for which the performance period determination had not yet been made as of January 3, 2026, the performance period is truncated so that it ends on January 3, 2026, and we have assumed that the board of directors has determined in good faith that target level performance has been achieved for purposes of this table. As a result, the value has been determined based on assumed target performance measured over the truncated performance period by multiplying the amount determined by the percentage of the performance period that was completed immediately prior to the assumed effective date of the assumed change in control. The following table assumes that the hypothetical disability would be a disability for purposes of our stock option agreements, restricted stock agreements, restricted stock unit agreements, restricted stock unit for performance agreements, service cash award agreements, performance cash award agreements and severance agreements.
Potential Payments Upon Termination Upon Death, Disability or Retirement as of January 2, 2026
Potential Payments Upon Termination Upon Death, Disability or Retirement as of January 2, 2026
Potential Payments Upon Termination Upon Death, Disability or Retirement as of January 2, 2026
| | Salary ($) | Target Incentive Bonus ($) | Cash Management Performance Award ($) | Stock Options ($) | Restricted Stock Units ($)(1) | Performance Restricted Stock Units ($)(2) | Total Payment Upon Termination Upon Death, Disability or Retirement ($) | | Paul Maleh | — | — | — | — | 4,431,893 | 4,537,367 | 8,969,260 | | Eric Nierenberg | — | — | — | — | 147,984 | 331,159 | 479,143 | | Chad Holmes | — | — | — | — | 961,894 | 2,723,964 | 3,685,858 | | Jonathan Yellin | — | — | — | — | 898,530 | 918,382 | 1,816,912 | | Brian Langan | — | — | — | — | 147,984 | 331,159 | 479,143 |
Potential Payments Upon Termination Upon Death, Disability or Retirement as of January 2, 2026
(1) Amounts represent the value of the full acceleration of vesting of RSUs, and PRSUs for which the performance conditions had been determined prior to the end of fiscal 2025, granted under our amended and restated 2006 equity incentive plan and LTIP and held by the applicable executive officer as of the last business day of fiscal 2025. These unvested RSUs and PRSUs are reported as awards of type “RSU” and “PRSU” in the “Outstanding Equity Awards at End of Fiscal 2025” table above under the heading “Number of Shares or Units of Stock That Have Not Vested.” The value of this acceleration was determined based on the closing market price of our common stock on January 2, 2026, the last business day of fiscal 2025, of $200.52. (2) Amounts represent the value of (1) the full acceleration of vesting of the 2024/2025 PRSUs, assuming target performance, (2) the full acceleration of vesting of the 2025/2026 PRSUs, assuming target performance and (3) with respect to Mr. Holmes, the full acceleration of vesting of his Supplemental PRSU Award, assuming target performance. The PRSUs will remain outstanding and will vest and be settled based on actual performance during the applicable performance period with (x) any time-based vesting that may be applicable in addition to performance-based vesting treated as fully satisfied upon the expiration of the performance period and (y) any individual performance metric applicable to the executive officer deemed achieved at the target level of performance. As a result, the 2024/2025 PRSUs would not settle or vest until the performance determination has been made in early 2026 and the Supplemental PRSU Award would not settle or vest until the performance determination has been made in early 2028. The table reflects achievement of the 2023/2024 PRSUs, the 2024/2025 PRSUs and the 2025/2026 PRSUs based on target performance as of the termination date; as further described in this proxy statement above under the heading “Compensation of Directors and Executive Officers— Compensation discussion and analysis—Executive officer compensation—Option exercises and vesting of stock,” on March 2, 2026, our compensation committee determined the number of shares of common stock, or “performance share number,” that vested for the 2024/2025 PRSUs. Any PRSU or portion thereof that does not vest based on actual performance during the performance period shall be immediately forfeited and cancelled. The value of this acceleration was determined based on the closing market price of our common stock on January 2, 2026, the last business day of fiscal 2025, of $200.52.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our “median employee” and the annual total compensation of Mr. Maleh, our president, chief executive officer and chairman of the board, for fiscal 2025. In accordance with Item 402(u) of Regulation S-K, because there has been no change in our employee population or employee compensation arrangements during our last completed fiscal year that we reasonably believe would result in a significant change to our pay ratio disclosure, we are permitted to utilize the same median employee that we identified in fiscal 2023 to calculate our pay ratio for fiscal year 2025. Because our original median employee is no longer employed by the Company, we are permitted to identify another employee whose compensation is substantially similar to the original median employee, as disclosed in our fiscal 2023 proxy statement and as further described below. For 2025, our last completed fiscal year: • the annual total compensation of Mr. Maleh was $4,156,568; and • the annual total compensation of our median employee was $225,864. Based on the foregoing, for fiscal 2025, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee, as reasonably estimated in accordance with Item 402(u) of Regulation S-K, was 18 to 1. When we identified our median employee for fiscal 2023, we used the following methodology and made the following material assumptions, adjustments, and estimates: • We identified our employee base as of December 30, 2023, the last day of our 2023 fiscal year. Our employee population as of that date consisted of 1,187 employees, including our chief executive officer. Excluding our chief executive officer, and excluding an additional total of 50 employees located in seven non-U.S. jurisdictions who represented approximately 4.2% of our total employee base of 1,187 employees as of December 30, 2023, the size of our employee base for purposes of determining our median employee was 1,137. The following number of employees in the following non-U.S. jurisdictions were excluded:
CEO Pay Ratio
| Jurisdiction | Headcount | | Australia | 2 | | Belgium | 26 | | Brazil | 6 | | Czech Republic | 1 | | France | 3 | | Norway | 1 | | Switzerland | 11 |
CEO Pay Ratio
• We identified our median employee using a consistently applied compensation measure of 2023 taxable income, as determined in the applicable jurisdiction. Compensation paid in currencies other than U.S. dollars was converted into U.S. dollars using the following 2023 full-year exchange rates: • British pound to U.S. dollar: 1.2437 • the euro to U.S. dollar: 1.0815 • the Canadian dollar to U.S. dollar: 0.7411 • In determining the 2023 taxable income of our full-time and part-time employees who were not employed by us for all of 2023, we annualized their actual taxable income based on the number of days that they were employed by us in 2023. Our employee base for purposes of determining our median employee did not contain any seasonal or temporary employees. We calculated the annual total compensation of Mr. Maleh and our median employee using the same methodology that we used to calculate the annual total compensation of our named executive officers reported in the “Summary Compensation Table,” or SCT, above. As this amount reported for Mr. Maleh includes all of the compensation he earned under non-discriminatory benefit plans in fiscal 2025, the compensation earned by our median employee under non-discriminatory benefit plans in fiscal 2025 was also included in the annual total compensation for our median employee reported above.
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the following table sets forth additional compensation information of Mr. Maleh, our principal executive officer, or PEO, and our other named executive officers, or Non-PEO NEOs, and Company performance for the fiscal years ended in 2021, 2022, 2023, 2024 and 2025.
Pay Versus Performance Table
| Fiscal Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(1)(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) (e) | Value of Initial Fixed $100 Investment Based on(4): | | Net Income ($ in millions) (h) | Non-GAAP Net Revenue ($ in millions)(5) (i) | | | | | | | Total Shareholder Return (TSR) (f) | Peer Group Total Shareholder Return (g) | | | | 2025 | $4,156,568 | $4,843,318 | $1,035,060 | $610,520 | $419.07 | $134.42 | $54.8 | $751.6 | | 2024 | $4,190,131 | $9,414,522 | $1,911,354 | $3,353,505 | $375.29 | $158.19 | $46.7 | $687.4 | | 2023 | $3,584,193 | $1,719,457 | $1,194,327 | $784,896 | $196.45 | $156.21 | $38.5 | $624.0 | | 2022 | $3,794,707 | $6,666,030 | $1,281,503 | $1,891,193 | $239.76 | $138.71 | $43.6 | $590.9 | | 2021 | $3,838,392 | $8,739,743 | $1,169,357 | $2,136,051 | $180.35 | $140.76 | $41.7 | $565.9 |
Pay Versus Performance Table
(1) Mr. Maleh has been our PEO for each year presented. For purposes of calculating the average compensation amounts for our non-PEO NEOs, Messrs. Holmes and Yellin were included for each year presented. Mr. Mahoney was included for fiscal years 2021 through 2024 and for a portion of fiscal 2025 through his resignation in April 2025. Dr. Nierenberg and Mr. Langan were included beginning in fiscal 2025 following their appointments as NEOs effective August 2025. Compensation amounts for each non-PEO NEO reflect compensation earned during the applicable fiscal year, including compensation earned for partial-year service. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. The fair value of stock awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.
Pay Versus Performance Table
| | Summary Compensation Table (“SCT”) Total | Less, Value of Stock Awards reported in SCT | Plus, Year- end value of awards granted in fiscal year that are unvested and outstanding | Plus/(Less), Change in fair value of prior year awards that are unvested and outstanding | Plus, Fair market value of awards granted in fiscal year that vested in fiscal year | Less, Change in fair value (from prior year-end) of prior year awards that vested in fiscal year | Less, Prior year- end fair value of awards that failed to vest in fiscal year | Plus, Value of dividends paid on equity awards | Total Adjustments | Compensation Actually Paid | | PEO Adjustments | $4,156,568 | $(2,099,925) | $2,494,573 | $373,198 | $— | $(174,589) | $— | $93,493 | $686,750 | $4,843,318 | | Non-PEO NEO Adjustments | $1,035,060 | $(295,031) | $362,777 | $(194,901) | $— | $(20,309) | $(286,218) | $9,144 | $(424,540) | $610,520 |
Pay Versus Performance Table
The Peer Group Total Shareholder Return, or TSR, set forth in this table utilizes the customized peer group, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended January 3, 2026. The customized peer group consists of three companies: Exponent Inc., FTI Consulting Inc. and Huron Consulting Group Inc. The comparison assumes $100 was invested for the period starting January 2, 2021, through the end of the listed year in the Company and in the customized peer group, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable, included in the customized peer group. Historical stock performance is not necessarily indicative of future stock performance. (5) Non-GAAP net revenue was subject to the following non-GAAP adjustments: acquisitions, discontinued operations, and extraordinary and special items, each to the extent that they arose during fiscal 2021, 2022, 2023, 2024 and 2025 and any other adjustments to our publicly reported GAAP results in our earnings releases for each applicable fiscal year, consistent with past practice. The charts below display the relationship between the compensation actually paid to our PEO and each of our Non-PEO NEOs and TSR, GAAP Net Income, Non-GAAP Net Revenue, as well as the relationship between our TSR and the TSR of our Peer Group. Tabular List of Most Important Financial Performance Measures The following performance measures reflect the Company’s most important financial performance measures in effect for 2025, for purposes of setting executive compensation as further described and defined in the sections titled “Compensation of Directors and Executive Officers—Compensation discussion and analysis” and “Executive compensation.” The measures in this table are not ranked. • Non-GAAP Net Revenue • Non-GAAP Net Revenue Growth • Performance Compensation EBITDA Performance Compensation EBITDA Margin