SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )
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to be held on July
18, 2024
| By order of the board of directors, | ||
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April
26, 2024
Please sign and return the enclosed proxy, whether or not you
plan to attend the
FOR THE
OF SHAREHOLDERS TO BE HELD ON JULY
18, 2024:
The Proxy Statement and 2015 Annual Report2023 annual report to Shareholders
will be, on or prior to May 24, 2016,31, 2024, available athttp://www.crai.com/proxy
ANNUAL MEETING OF SHAREHOLDERS
to be held on July
18, 2024
200 Clarendon Street
9th Floor
Boston, Massachusetts 02116
We are mailing this
31, 2024 on the Internet at www.envisionreports.com/crai.
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ANNUAL MEETING OF SHAREHOLDERS
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Quorum
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PROPOSAL ONE: ELECTION OF DIRECTORS
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CORPORATE GOVERNANCE
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Overview
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TRANSACTIONS WITH RELATED PARTIES
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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Director compensation
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Director stock ownership guidelines | | | | | 17 | | |
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Compensation policies and practices as they relate to risk management | | | | | | | |
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CEO Pay Ratio
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Pay Versus Performance Table
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PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION
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EQUITY COMPENSATION PLANS
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REPORT OF THE AUDIT COMMITTEE
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PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
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Pre-approval policies and procedures | | | | | | | |
SHAREHOLDER PROPOSALS
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AVAILABLE INFORMATION
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28, 2024.
special annual meeting on any proposal was achieved. If you are a registered shareholder and you return an executed proxy with specific instructioninstructions on how to vote, the designated proxies will vote according to your instructions. However, if you are a registered shareholder and you return an executed proxy without specific instructions on how to vote, the designated proxies will vote
Our transfer agent, Computershare, will tabulate the votes at the specialannual meeting.
- •From Public Transportation: The public transportation locations nearest to our offices are Back Bay Station (Orange Line, Commuter Rail and Amtrak) and Copley Station (Green Line).•Parking: There are several parking areas along Clarendon Street. There is an underground garage on the left between Boylston Street and St. James Avenue. There is a parking garage on the right one block past
the John Hancock Tower on200 Clarendon Street. If those are full, proceed down Clarendon Street, take a right on Columbus Avenue, take a right on Dartmouth Street and there is an underground garage on the left at the Tent City building. Additional parking can be found at the Copley Place Mall.
ELECTION OF DIRECTORS
Oursize of the board of directors appointed Thomas Avery as a Class II director on February 19, 2016. Mr. Avery would typically serve as a Class II director at least until the current term of our Class II directors expires at the 2018 annual meeting of our shareholders. However, with the cooperation of Mr. Avery, our board of directors wisheswill be reduced to afford our shareholders the opportunity to ratify Mr. Avery's appointment to our board of directors by voting upon his re-election to our board of directors at the special meeting, to serve as a Class III director. If Mr. Avery is not re-elected as a director at the special meeting, his term as a director will expire at the special meeting.
eight directors.
Messrs. Maleh, Schleyer
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.
| Name | | | Age | | | Position | |
| | | | President, chief executive officer and chairman of the board | | ||
| | | | Executive vice president, chief financial officer | | ||
Chad Holmes | | | | Executive vice president and | | ||
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| | 60 | | Executive vice president and general counsel | | ||
| | | 70 | | | Director | |
| Richard Booth(1)(3) | | | 54 | | | Director | |
| William Concannon(1)(2)(4)(5) | | | 68 | | | Director | |
| Christine Detrick(1)(2)(4) | | | 65 | | | Director | |
| | | | | Director | | |
| | | | | Director | | |
| | | | | Director | | |
- (1)
2008 through November 28, 2009, and as our executive vice president from October 2006 to November 28, 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 Robertson has served as a director since July 2009. From 2007 to 2014, Dr. Robertson was dean of the Wharton School and Reliance Professor of Management and Private Enterprise at the University of Pennsylvania. He now serves as a member of the Wharton faculty. From 2006 to 2007, Dr. Robertson was special assistant to Emory University's president on issues of international strategy and a founding director of the Institute for Developing Nations established jointly by Emory University and The Carter Center in fall 2006. From 1998 until 2007, Dr. Robertson was dean of Emory University's Goizueta Business School, and from 1994 until 1998 he was the Sainsbury Professor and chair of marketing and deputy dean of the London Business School. From 1971 to 1994, Dr. Robertson was a member of the faculty at the Wharton School. Dr. Robertson received his M.A. and Ph.D. in marketing from Northwestern University in 1966 and his B.A. from Wayne State University in 1963. He is a director and member of the audit committee of The Carlyle Group, L.P., a publicly-traded global asset management firm. He is also a Trustee of Singapore Management University. Dr. Robertson's position as a professor of management and private enterprise at the Wharton School puts him in touch with the leading edge of business methods and thinking, which he applies to the issues we face, and allows him to provide our board of directors with invaluable insights and advice regarding strategic and management issues. Our board of directors also benefits from Dr. Robertson's extensive background in and knowledge of consumer services and academia. Dr. Robertson's term as a director will expire at the special meeting, and he is not standing for re-election as a director at the special meeting.
William Schleyer has served as a director since January 2008. Mr. Schleyer served as chairman and chief executive officer of Adelphia Communications Corporation from March 2003 until it emerged from bankruptcy in February 2007. Adelphia was already involved in bankruptcy proceedings at the time Mr. Schleyer became its chairman and chief executive officer. Prior to joining Adelphia, Mr. Schleyer was president and chief executive officer of AT&T Broadband from October 2001 until February 2003 and a principal in Pilot House Ventures, a telecommunications venture capital company, from 1997 to 2001. From 1978 to 1997, Mr. Schleyer served in various positions at Continental Cablevision Corporation, including as its president and chief operating officer from 1993 to 1997. Mr. Schleyer received his M.B.A. from Harvard University in 1977 and his B.S. in mechanical engineering from Drexel University in 1973. Mr. Schleyer served as a director of Rogers Communications, a diversified Canadian communications and media company, from August 1998 until January 2013. Our board of directors benefits from the viewpoint Mr. Schleyer brings as a veteran business executive with experience at the most senior levels across a diverse spectrum of companies, as well as an extensive background in and knowledge of consumer services. Mr. Schleyer also brings extensive insight into corporate governance matters, derived from serving as a director for a number of other companies.
Directors serving a term expiring at the 2017 annual meeting (Class I directors)
Rowland T. Moriarty has served as a director since 1986 and as chairman of our board of directors, a non-executive position, since May 2002. From December 1992 until May 2002, Dr. Moriarty served as vice chairman of our board of directors. Dr. Moriarty has been the chief executive officer of Cubex Corporation, an international marketing consulting firm, since 1992. Dr. Moriarty was a professor at Harvard Business School from 1981 to 1992. He received his M.B.A. from the Wharton School in 1970 and his D.B.A. from Harvard University in 1980. He is a director of Staples, Inc.,
WEX, Inc. and Virtusa Corporation, and was a director at Trammell Crow Company from 1997 to 2006. The extensive experience, knowledge and perspective Dr. Moriarty has gained across a broad spectrum of industries as a director of these publicly-traded companies, and as an international marketing consultant and a professor of marketing, are significant assets to our board of directors. Dr. Moriarty's long-standing relationship with us has given him an intimate institutional knowledge of our business, and he has been providing invaluable leadership and guidance to our board of directors for many years.
William Concannon has served as a director since June 2000. Mr. Concannon has served as chief executive officer of Global Workplace Solutions of CBRE, Inc., a global commercial real estate firm, since September 2015. He served as chief executive officer of Global Corporate Services of CBRE from July 2012 until September 2015, as president of Global Corporate Services of CBRE from August 2009 until July 2012, and as vice chairman of Global Corporate Services of CBRE from 2006 until August 2009. Mr. Concannon was the first real estate professional inducted into the International Association of Outsourcing Professionals' Outsourcing Hall of Fame. Mr. Concannon served as vice chairman, from June 2003, and as director, from 1991, of Trammell Crow Company, a diversified commercial real estate firm, until its acquisition by CB Richard Ellis in December 2006. Mr. Concannon received his B.S. in accounting from Providence College in 1977, where he also served on the board of trustees from 2002 until 2010. Our board of directors benefits from Mr. Concannon's wealth of experience as a senior business executive, his diverse knowledge of business management, his keen perspectives on a wide range of business issues, his deep knowledge of professional services, and his insights derived from having led business services at a large corporation and otherwise being a recognized leader in the business community.
Directors serving a term expiring at the 2018 annual meeting (Class II directors)
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 Cicero,ArborGen Inc., a biotechnology tree seedling company, since July 2015.2018. He also serves as a director of KIPP Metro Atlanta, a charter school organization serving low-income, minority children in Atlanta, Georgia, and 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'sAvery’s significant investment banking and venture capital experience, as well as his deep understanding of the professional services industry. If re-elected as
Nancy Hawthorne(Class I directors)
M.B.A. from Harvard Business School.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 Ms. Hawthorne's deep experienceMr. 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 a corporate board member, including as a chief executive officer, chief financial officer, lead independent director and memberofficer. Our board of audit, nominating and governance, and strategy committees, and her perspective gained from serving both as an executive and a director for financial services firms. Ms. Hawthornedirectors has determined that Mr. Booth is an audit committee financial expert under the rules of the Securities and Exchange Commission.
Robert Holthausen
member.
Arnold Lowenstein, who joined us in June 1993, has served as our chief strategy officer and executive vice president since October 2006. Mr. Lowenstein also served as a group vice president and co-head of our business consulting practice from 2001 through fiscal year 2006. Mr. Lowenstein received his M.A. in industrial economics from the University of British Columbia.
shareholders.
and corporate governance committee, and our compensation committee has the authority to retain independent advisors and consultants, with all fees and expenses paid by us.
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| Audit committee: | | | Compensation committee: | | ||
| Richard Booth (Chair) | | Thomas Avery (Chair) | | |||
| | Robert Holthausen* | | | William Concannon | ||
| Karen Keenan | | Christine Detrick | | |||
| | Alva Taylor | | Heather Tookes** | | ||
| Nominating and corporate governance committee: | | | Executive committee: | | |
| Christine Detrick (Chair) | | Paul Maleh (Chair) | | |||
| | William Concannon | | Richard Booth | | ||
| Alva Taylor | | William Concannon | | |||
| Heather Tookes | | | Christine Detrick | |
In
In
of the members of our nominating and corporate governance committee are independent under the rules of the NASDAQNasdaq Stock Market. Our nominating and corporate governance committee met fivefour times, and acted by written consent one time, during fiscal 2015.
In
We have a separate
acts as a liaison between Mr. Maleh and the other independent directors.
itself that our enterprise risk management processes are adequate and functioning as designed. The involvement of our board of directors in risk oversight includes receiving periodic reports from members of senior management and evaluating areas of material risk to us, including operational, financial, legal, regulatory, strategic, cybersecurity and reputational risks. Some risks, such as strategic risks and cybersecurity risks, are typically overseen by the full board. In addition, our board of directors has delegated risk oversight to each of its standing committees within their areas of responsibility. Our compensation committee assists our board of directors in its risk oversight function by overseeing strategies related to our incentive compensation programs and key employee retention. Our audit committee assists our board of directors in its risk oversight function by reviewing our system of disclosure controls and our internal controlscontrol over financial reporting, as well as reviewing and, if appropriate, approving related-party transactions. Our nominating and corporate governance committee assists our board of directors in its risk oversight function by managing risks associated with director candidate selection, governance and succession. Each member of our senior management is initially responsible for assessing and prioritizing the risks that fall under the manager'smanager’s area of responsibility and, as a general rule, these risks are discussed with, and then reported to our
counsel or other appropriate member of our senior leadership team. As part of the process by which our board oversees our enterprise risk management, from time to time our general counsel or other appropriate member of our senior leadership team provides updates regarding enterprise risk to our board of directors in the form of presentations or discussions.
The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to our current directors and others for recommendations for candidates, meetings from time to time to evaluate biographical information and background materials relating to candidates, and interviews of selected candidates by members of the committee and other members of our board of directors. The committee often solicits the opinions of third parties with whom a potential candidate has had a business relationship. Once the committee is satisfied that it has collected sufficient information on which to base a judgment, the committee votes on the candidates under consideration.
While we do not have a formal diversity policy for our board of directors, our
| | Board Diversity Matrix (as of April 22, 2024) | | ||||||||||||
| | Total Number of Directors | | | 9 | | |||||||||
| | | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose | |
| | Directors | | | 3 | | | 6 | | | — | | | — | |
| | Number of Directors Who Identify in Any of the Categories Below: | | ||||||||||||
| | White | | | 2 | | | 5 | | | — | | | — | |
| | Black or African American | | | 1 | | | 1 | | | | | | | |
| | Did not Disclose | | | | | | | | | | | | — | |
We did not engage in any transactions with related persons in fiscal 2023.
| | | | Shares beneficially owned | | |||||||||||||||||||||
| Name of beneficial owner | | | Outstanding | | | Right to acquire | | | Total | | | Percent | | ||||||||||||
| FMR LLC(1) | | | | | 583,841 | | | | | | — | | | | | | 583,841 | | | | | | 8.3% | | |
| Neuberger Berman Group LLC(2) | | | | | 583,280 | | | | | | — | | | | | | 583,280 | | | | | | 8.3% | | |
| BlackRock, Inc.(3) | | | | | 532,906 | | | | | | — | | | | | | 532,906 | | | | | | 7.6% | | |
| Dimensional Fund Advisors LP(4) | | | | | 387,330 | | | | | | — | | | | | | 387,330 | | | | | | 5.5% | | |
| The Vanguard Group(5) | | | | | 384,345 | | | | | | — | | | | | | 384,345 | | | | | | 5.5% | | |
| Copeland Capital Management, LLC(6) | | | | | 361,270 | | | | | | — | | | | | | 361,270 | | | | | | 5.1% | | |
| Paul Maleh(7) | | | | | 174,212 | | | | | | 31,477 | | | | | | 205,689 | | | | | | 3.0% | | |
| Chad Holmes(8) | | | | | 41,300 | | | | | | 8,501 | | | | | | 49,801 | | | | | | * | | |
| Jonathan Yellin(9) | | | | | 22,861 | | | | | | 5,222 | | | | | | 28,083 | | | | | | * | | |
| William Concannon(10) | | | | | 14,950 | | | | | | — | | | | | | 14,950 | | | | | | * | | |
| Robert Holthausen(10) | | | | | 10,755 | | | | | | — | | | | | | 10,755 | | | | | | * | | |
| Thomas Avery(10) | | | | | 15,504 | | | | | | — | | | | | | 15,504 | | | | | | * | | |
| Daniel Mahoney(11) | | | | | 13,624 | | | | | | — | | | | | | 13,624 | | | | | | * | | |
| Richard Booth(10) | | | | | 7,539 | | | | | | — | | | | | | 7,539 | | | | | | * | | |
| Christine Detrick(10) | | | | | 7,243 | | | | | | — | | | | | | 7,243 | | | | | | * | | |
| Heather Tookes(10) | | | | | 1,867 | | | | | | — | | | | | | 1,867 | | | | | | * | | |
| Alva Taylor(10) | | | | | 1,987 | | | | | | — | | | | | | 1,987 | | | | | | * | | |
| Karen Keenan(10) | | | | | 1,008 | | | | | | — | | | | | | 1,008 | | | | | | * | | |
| All current directors and executive officers as a group (12 persons) | | | | | 312,850 | | | | | | 45,200 | | | | | | 358,050 | | | | | | 5.2% | | |
| | Shares beneficially owned | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name of beneficial owner | Outstanding | Right to acquire | Total | Percent | |||||||||
Paradice Investment Management LLC(1) | 837,460 | — | 837,460 | 9.3 | % | ||||||||
BlackRock, Inc.(2) | 633,662 | — | 633,662 | 7.1 | % | ||||||||
Dimensional Fund Advisors LP(3) | 523,481 | — | 523,481 | 5.8 | % | ||||||||
Paul Maleh(4) | 102,802 | 55,832 | 158,634 | 1.8 | % | ||||||||
Rowland Moriarty(5) | 92,528 | — | 92,528 | 1.0 | % | ||||||||
Arnold Lowenstein(6) | 32,680 | 25,427 | 58,107 | * | |||||||||
William Concannon(7) | 31,014 | — | 31,014 | * | |||||||||
William Schleyer(7) | 28,167 | — | 28,167 | * | |||||||||
Thomas Robertson(7) | 23,681 | — | 23,681 | * | |||||||||
Chad Holmes(8) | 7,487 | 10,004 | 17,491 | * | |||||||||
Robert Holthausen(7) | 6,320 | — | 6,320 | * | |||||||||
Nancy Hawthorne(7) | 5,679 | — | 5,679 | * | |||||||||
Thomas Avery(7) | 3,951 | — | 3,951 | * | |||||||||
All current directors and executive officers as a group (ten persons) | 334,309 | 91,263 | 425,572 | 4.7 | % | ||||||||
*Less than one percent.- (1)
(2)- (3)
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. SEC regulations require officers, directors and greater-than-ten-percent shareholders to furnish us with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during fiscal 2015 and Forms 5 and amendments thereto furnished to us with respect to fiscal 2015, or written representations that a Form 5 was not required for fiscal 2015, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater-than-ten-percent shareholders were fulfilled in a timely manner.
We pay
In February 2024, the board of directors determined to increase the annual fee payable to non-employee directors for their service as directors from $75,000 to $85,000, effective January 1, 2024.
In February 2024, the board of directors determined to increase the value of the annual restricted stock award granted to non-employee directors and the restricted stock award granted in connection with a first election or appointment as a non-employee director from $100,000 to $125,000, effective as of the date of the 2024 annual meeting.
shares that may be granted to a single recipient thereunder in a calendar year.
2023
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2)(3)(4) | | | Total ($) | | |||||||||
| Thomas Avery | | | | | 95,000 | | | | | | 99,921 | | | | | | 194,921 | | |
| Richard Booth | | | | | 75,000 | | | | | | 99,921 | | | | | | 174,921 | | |
| William Concannon | | | | | 120,000 | | | | | | 99,921 | | | | | | 219,921 | | |
| Christine Detrick | | | | | 80,000 | | | | | | 99,921 | | | | | | 179,921 | | |
| Robert Holthausen | | | | | 100,000 | | | | | | 99,921 | | | | | | 199,921 | | |
| Alva Taylor | | | | | 80,000 | | | | | | 99,921 | | | | | | 179,921 | | |
| Heather Tookes | | | | | 80,000 | | | | | | 99,921 | | | | | | 179,921 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | Total ($) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Rowland Moriarty | 245,000 | 74,987 | 319,987 | |||||||
William Concannon | 95,000 | 74,987 | 169,987 | |||||||
Nancy Hawthorne | 80,000 | 74,987 | 154,987 | |||||||
Robert Holthausen | 100,000 | 74,987 | 174,987 | |||||||
Ronald Maheu | 61,250 | — | 61,250 | |||||||
Thomas Robertson | 75,000 | 74,987 | 149,987 | |||||||
William Schleyer | 95,000 | 74,987 | 169,987 | |||||||
- (1)
| Name | | | Shares (#) | | |||
| Thomas Avery | | | | | 2,892 | | |
| Richard Booth | | | | | 3,459 | | |
| William Concannon | | | | | 2,892 | | |
| Christine Detrick | | | | | 3,385 | | |
| Robert Holthausen | | | | | 2,892 | | |
| Alva Taylor | | | | | 1,738 | | |
| Heather Tookes | | | | | 1,648 | | |
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Director stock ownership guidelines
Compensation committee interlocks and insider participation
The
and general counsel, Jonathan Yellin.
”
summary
Our LTIP and amended and restated 2006 equity incentive plan
Our
we grant other than stock options and SARs) as 1.83 shares, this number represents only 364,633 full-share awards available for grant under the plan.
| Compensation Program Highlights | |||||
|---|---|---|---|---|---|
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Practice | | | Highlights | | |
| Pay for Performance | | | • Annual Incentive Cash | | |
| | | | In fiscal | | |
| | | | •
Performance-Based LTIP Awards. The | ||
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| | | | •
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 | |
| Compensation Program Highlights | | |||
| Practice | |
| Highlights | |
| | | | • Risk | |
Use of Variable, At-Risk Compensation | | | • 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 2023, variable, at-risk compensation(2)comprised over 68% of the target total compensation of our executive officers.(3) | |
| Retention | | | •
Vesting | |
| | |
| • Minimum First-Year Vesting Tranche. All awards under our | |
| | | | •
Dividends. The dividend equivalent rights that accrue with respect to the RSUs and PRSUs granted under our | |
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Shareholder Alignment | | | • Annual Incentive Cash | |
For the chief executive officer, chief financial officer, chief corporate development officer and general counsel, the proportions of the target annual incentive bonus tied to these goals were 70%, 50%, 50% and 50%, respectively. | | |||
| Compensation Program Highlights | |||||
|---|---|---|---|---|---|
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| Practice | | | Highlights | | |
| | | | • LTIP | ||
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Risk Mitigation | | | • Mix of | | |
| | | | • Performance Award Caps/Committee | | |
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| • Ownership Guidelines. We have ownership requirements for equity awards granted to our executive officers | ||
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Independent Compensation | | |||
| | | | In fiscal | |
| | | | • Clawback | |
No Derivatives, Hedging, Short Sales; Limited Pledging | | | • Derivatives, Hedging, Short | |
| | | | •
Pledging. Our trading policies prohibit pledging our common stock without the approval of our chief executive officer or our general counsel. | |
Acceleration Following Change in Control | | | • Cash Plan | |
| | | | • Equity Plan | |
| Compensation Program Highlights | | |||
| Practice | | | Highlights | |
| | | | connection with a change in control. | |
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Clawback Policy | | | ||
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| | | • LTIP | |
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No NEO Tax Gross Ups | | | • No NEO Tax Gross | |
Limited NEO Perquisites | | | • Limited NEO | |
NEO Severance Agreements | | | ||
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| a change in control. |
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goals. officer compensation packages for fiscal 2023. 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: us and data regressed to our level of revenue. 2023 performance. Performance criteria and targets of fiscal The performance targets established by our compensation committee in April 2023 for these objective financial performance Payment formulas of annual incentive cash bonuses for fiscal criteria based on the same rationale. Our compensation committee did not exercise such discretion in fiscal 2023. amounts be paid. awards. value. a 2023 ownership guidelines within one year of such stock All of our executive officers (other than Mr. Mahoney whose noncompliance is due solely to his more recent appointment as a member of our senior management) are, and were during fiscal 2023, in compliance with these guidelines. with our overall policy of providing competitive compensation designed to attract and retain our executive officers. policy 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. earnings up to a maximum amount. This maximum matching amount was Compensation policies and practices as they relate to risk management ” The compensation received by our named executive officers for or in fiscal Paul Maleh President, chief executive officer and director Chad Holmes Chief financial officer, executive vice president and treasurer Arnold Lowenstein Chief strategy officer and executive vice president 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. 2012 and 2017. 2023 Long-term incentive program a three-year vesting schedule, the amount payable under these performance-based awards based on the outcome of their performance conditions additionally vests in five equal annual installments, beginning on the first anniversary of the date of grant, except that all vesting is delayed until the outcome of the award’s performance conditions has been determined by our compensation committee. ” 2023 2016; in 2023, an amendment and restatement of the plan. 2023 Paul Maleh Chad Holmes Arnold Lowenstein Paul Maleh Chad Holmes Arnold Lowenstein LTIP, (2) shares of our common stock issued under our LTIP and amended and restated 2006 equity incentive plan upon the vesting on March 3, 2023, December 5, 2023 and December 15, 2023 of PRSUs issued under our LTIP and (3) shares of our common stock issued outside of our LTIP and amended and restated 2006 equity incentive plan upon the vesting on April 3, 2023 of RSUs issued to Mr. Mahoney. Paul Maleh Chad Holmes Arnold Lowenstein following closing market prices of our common stock on the respective dates of vesting or, where applicable, the last trading date As of the last business day of fiscal which the number of shares potentially issuable based on the outcome of the 2023. Paul Maleh Change in Control Death/Disability Chad Holmes Change in Control Death/Disability Arnold Lowenstein Change in Control Death/Disability acceleration was determined based on the closing market price of our common stock on December ” Equity compensation plans approved by shareholders Equity compensation plans not approved by shareholders Total to their independence from our 28, 2024. Our board of directors recommends that you voteFOR 2024. Audit fees Audit-related fees Tax fees All other fees Total fees Audit fees 2015 say on pay2023 say-on-pay vote special meeting in lieu of annual meeting of our shareholders held on July 22, 2015,13, 2023, we held a non-binding, advisory shareholder vote on the compensation of our named executive officers as disclosed in the proxy statement filed in connection with that meeting, pursuant to Item 402 of Regulation S-K (including in the compensation discussion and analysis, compensation tables and accompanying narrative disclosures), commonly referred to as a "say-on-pay"“say-on-pay” vote. Our shareholders97%95% of the shares voted at the specialannual meeting on the say-on-pay resolution (excluding abstentions and broker non-votes) were voted in favor of it.2015,2023, our compensation committee was mindful of the strong support our shareholders expressed for our philosophy of aligning the compensation of our executive officers with our interests and the interests of our shareholders. In addition, senior management seeks to engage in conversations with our shareholders throughout the year to ensure that management and the board understand and consider the issues that are important to them. As a result, our compensation committee decided to follow the same general approach to executive officer compensation for fiscal 20152023 that it has followed since fiscal 2010, including granting salary, annual incentive-based cash bonuses, and equity awards under our LTIP and our 2006 equity incentive plan to our senior corporateLTIP.leaders (including our executive officers), practice leaders and other key revenue generators. Our compensation committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions.highly-qualifiedhighly qualified corporate executives and employee consultants who will contribute or are contributing to our growth and long-term success;interestinterests of our shareholders, and motivate and reward high levels of performance achieved without taking unnecessary or excessive risks, by linking a substantial portion of compensation to performance;goals; and•to make a reasonable effort to cause compensation paid to our named executive officers to be deductible by us while simultaneously providing them with appropriate rewards for their performance.and long-term incentive equity and/or cash compensation.Schleyer,Avery, who is the chairman, Drs. MoriartyMr. Concannon, Prof. Tookes and Robertson, and Mr. Avery,Ms. Detrick, all of whom are independent directors (within the rules of the NASDAQNasdaq Stock Market) and outside directors (within the meaning of Section 162(m) of the Internal Revenue Code). Our compensation committee is governed by a written charter adopted by our board of directors. A copy of our compensation committee charter is available through the Investor Relations page of our website atwww.crai.com.www.crai.com. Under the charter, 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“Corporate Governance—Executive officers and directors—Compensation committee"committee” above, the committee is responsible for:officers'officers’ cash and equity incentive compensation, and overseeing the evaluation of our executive officers in light of those criteria and targets;
"Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis"analysis” and "Compensation“Compensation of Directors and Executive Officers—Compensation policies and practices as they relate to risk management"management” below.officer'sofficer’s compensation.2015,2023, the committee engaged and received advice from Semler Brossy Consulting Group, LLC, or "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'sBrossy’s policies regarding independence and conflicts of interest and assessed Semler Brossy'sBrossy’s independence based on, among other things, this review and consideration of the other factors required by the rules of the Securities Exchange Act, of 1934, as amended, and the NASDAQNasdaq Stock Market. 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 20152023 raised no conflicts of interest.2015,years, Semler Brossy providedhas advised our compensation committee with information relating to theregarding executive officer and director compensation levels and trends, including the practices of our peers and other companies, roughly the same size as us, and generally advised the committee regarding 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 2006 equity incentive plan (in which ournamed executive officers and directors participate), and our LTIP (in which our executive officers participate), including its stock ownership guidelines.2015,2023, 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.retainacquire 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'sofficer’s role, the executive officer'sofficer’s individual performance and experience, and our performance.2015,2023 and other recent fiscal years, our compensation committee has also considered the analysis provided by Semler Brossy regarding the compensation being paid to its executive officers by our "2015a peer group" which was comprised of the following public professional service firms that are in businesses comparable to ours:Navigant Consulting, Inc.•addition, in setting the fiscal 2015 compensation of our chief executive officer and chief financial officer,compensation in recent fiscal years, our compensation committee also reviewed data provided by Semler Brossy derived from the 2014 Towers Watson and Mercer industry surveys of the compensation of these executive officers by companies of roughly the same size as us.2015January 2, 2016December 30, 2023, were (i) cash compensation consistingand long-term incentive equity compensation. The cash compensation consisted of base salary and annual incentive cash bonuses that our executive officers were eligible to receive based on our fiscal 20152023 performance, as well as individual goals established at the beginning of our fiscal year, under our cash incentive plan and (ii) long-term incentiveplan. The equity compensation consistingconsisted of stock options and restricted stock unit awards vesting over four years and performance-vesting restricted stock unit awards based on our fiscal 20162023 and fiscal 20172024 performance, all of which were granted under our LTIP.performanceperformance) is consistent with our overall compensation philosophy because it rewards performance without encouraging unnecessary or excessive risk-taking, provides competitive compensation packages relative to our peers, aligns the interests of our executive officers and our shareholders, and helps us attract and retain top talent.
SalarySalaryAdditionally, we believe that sufficient base compensation reduces our executive officers' motivation to take unnecessary or excessive risks. Our compensation committee generally fixes the annual base salary of our executive officers at its regularly scheduled meeting in the first fiscal quarter of each year. Each executive officer'sofficer’s base salary reflects his or her position, experience, past contributions and potential. Annual changes to an executive officer'sofficer’s base salary, if any, are based on the committee'scommittee’s assessment of the individual performance of the executive officer, our overall performance and the performances of our business practices, any changes in the executive officer'sofficer’s role, general economic conditions (such as inflation), and economic forecasts. In determining the base salaries3, 2015,11, 2023, our compensation committee set thedetermined that annual rates of base salary for our executive officers would remain unchanged from 2022 as follows: $660,000$900,000 for Mr. Maleh, our president and chief executive officer; $350,000$450,000 for Mr. Mahoney, our executive vice president, chief financial officer and treasurer; $450,000 for Mr. Holmes, our chief financial officer, executive vice president and treasurer;chief corporate development officer; and $400,000$450,000 for Mr. Lowenstein,Yellin, our chief strategy officer and executive vice president.president and general counsel. In increasing Mr. Maleh'sdetermining each of our other executive officer’s annual rate of base salary to $660,000,from its fiscal 2022 level, the committee considered the improvements in our performance over fiscal 2012, 2013 and 2014, during which period Mr. Maleh's annual rate of base salary was fixed at $600,000, as well as advice fromseveral factors, including input provided by Semler Brossy, that such an increase would lead to Mr. Maleh's annual rate of base salary being appropriately positioned relative to the base salariesperformance of the chiefCompany and individual executive officers in our 2015 peer group. As the committee had just set the annual rate of base salary of Mr. Holmes upon his promotion to our chief financial officer executive vice president and treasurer in November 2014, it did not increase his annual rate of base salary for fiscal 2015. Semler Brossy advised the committee that Mr. Holmes's annual rate of base salary for 2015 remained appropriately positioned relative to the base salaries of the chief financial officers in our 2015 peer group. Mr. Lowenstein's annual rate of base salary, which has remained at $400,000 since fiscal 2010, is split evenly between his dual roles as our corporate chief strategy officer and a senior employee consultant.2015 also2023 included annual incentive cash bonuses that our executive officers were eligible to receive under our cash incentive plan, based on the achievement of performance goals linked to our fiscal 2015 consolidated non-GAAP net revenue, our fiscal 2015 consolidated non-GAAP Adjusted EBITDA, subjective individualcertain performance goals for fiscal 2015 (with this last component, in the case of our chief executive officer, being limited by an objective performance formula based on our fiscal 2015 consolidated non-GAAP Adjusted EBITDA) and, in the case of Mr. Lowenstein, the revenue sourced by him in fiscal 2015.metrics. The use of these annual incentive cash bonuses permitpermits us to provide our executive officers with motivation to pursue particular objectives in any given year that are consistent with our growth and profitability, as well as the overall goals and strategic direction set by our board of directors. These annual incentive cash bonuses also tie compensation to performance, and thus play an important role in our pay-for-performance philosophy.20152023 the target payment amounts under these annual incentive cash bonuses constituted over 57%49% of the target cash compensation of our chief executive officer and 44% of the target cash compensation of our chief financial officer. An analysis of the cash incentive bonuses that our executive officers were eligible to receive for fiscal 2015 performance, as well as the determination by our compensation committee on March 7,2016 of the actual amounts to be paid with respect to them, is set forth below. A more complete description of our cash incentive plan is contained in this proxy statement under the headings "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards—Cash incentive plan."20152023 annual incentive cash bonuses.3, 2015,11, 2023, our compensation committee determined the performance criteria, performance targets and payment formulas of the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 20152023 performance under our cash incentive plan.non-GAAP financial metrics based on our fiscal 20152023 consolidated non-GAAP net revenue, (excluding the impact of our NeuCo subsidiary,1 acquisitions, discontinued operations and extraordinary and special items, as determined by our compensation committee) and our fiscal 2015 consolidated Adjusted2023 “Performance Compensation EBITDA, (excluding the impact of our NeuCo subsidiary, acquisitions, discontinued operations” and extraordinary and special items, as determined by our compensation committee and, in calculating Adjusted EBITDA from our income from operations, excluding the following non-cash expenses: depreciation and amortization, share-based compensation expense and amortization of forgivable loans), and onsubjective individual subjective performance goals for fiscal 2015 tailored for each executive officer. These2023.(5)thesethe annual incentive cash bonuses.bonus, in the case of our president and chief executive officer, Mr. Maleh, and to 25% of the target payment amount of the annual incentive cash bonus, in the case of each of our executive vice president, chief financial officer and treasurer, Mr. Mahoney, our executive vice president and chief corporate development officer, Mr. Holmes, and our executive vice president and general counsel, Mr. Yellin. This equal weighting of objective financial performance criteria is designed to motivate our executive officers to consider and improve both our growth and our profitability, thereby aligning their interests with the interests of our shareholders, andshareholders. Semler Brossy advised our compensation committee in recent fiscal years that this weighting iswas in line with the practices of our 2015 peer group.$323.2$659.7 million for our fiscal 20152023 consolidated non-GAAP net revenue (with the exclusions described above) and $55.3$124.0 million for our fiscal 2015 consolidated non-GAAP Adjusted EBITDA (with2023 Performance Compensation EBITDA.exclusions described above). 30%case of our president and chief executive officer, Mr. Maleh, and 50%, in the case of each of our executive vice president, chief financial officer and treasurer, Mr. Mahoney, our executive vice president and chief corporate development officer, Mr. Holmes, and our executive vice president and general counsel, Mr. Yellin, of the target payment amountsamount of the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 2015 performance was based on subjectivebonus. The individual performance goals. This component of these bonuses is designed to motivate our executive officers to pursue individual, qualitative and strategic goals consistent with their particular roles. These subjective individual goals were set for our executive officers (other than Mr. Maleh, our president and chief executive officer) by our compensation committee in consultation with our chief executive officer and, for Mr. Maleh, by our compensation committee. In setting the relative importance of this individual component as compared to the components based on objective financial performance criteria, our compensation committee received advice from Semler Brossy that the 30% weighting remains in line with other members of our 2015 peer group with executive officer annual incentive cash bonuses structured to include a component based on individual performance or strategic goals. The annual incentive cash bonus that Mr. Lowenstein was eligible to receive for fiscal 2015 performance included an additional component based on the revenue sourced by Mr. Lowenstein in fiscal 2015 in order to recognize the importance of, and to reward, Mr. Lowenstein's direct client revenue sourcing activities, in addition to his management performance as our chief strategy officer.1Our subsidiary NeuCo, Inc., or "NeuCo," develops and markets a family of neural network software tools and complementary application consulting services that are currently focused on electric utilities. As of January 2, 2016, our ownership interest in NeuCo was 55.89%.20152023 performance.20152023 performance excluding Mr. Lowenstein's revenue sourcing bonus, which did not have a pre-determined target payment, were as follows: for Mr. Maleh, $900,000$1,100,000 (or approximately 136%122% of annual base salary); for Mr. Mahoney and Mr. Holmes, $275,000$375,000 (or approximately 79%83% of annual base salary); and for Mr. Lowenstein, $200,000Yellin, $325,000 (or 50%72% of annual base salary). The target payment for the annual incentive cash bonus granted to Mr. Maleh in fiscal 2015 remained at the level initially set by the compensation committee in fiscal 2012, although it dropped as a percentage of his annual base salary, from 150% to 136%, due to the increase of his annual base salary in fiscal 2015 to $660,000 from its $600,000 level in fiscal 2012, 2013 and 2014. The committee set the target for Mr. Holmes's annual incentive cash bonus for 2015 below 100% in order to give room for the percentage to grow with Mr. Holmes's tenure as our chief financial officer, but increased the percentage to reflect Mr. Holmes's continued additional role as a corporate development officer. The committee set the $200,000 target for the portion of Mr. Lowenstein's annual incentive cash bonus based on his management role at 100% of the $200,000 portion of his $400,000 annual base salary that is attributable to his role as our chief strategy officer.March 7, 2016April 11, 2023 as described under the heading "Amounts“Amounts paid with respect to fiscal 20152023 annual incentive cash bonuses"bonuses” below, could not exceed a maximum payment amount, (without taking into account Mr. Lowenstein's revenue sourcing bonus, which had no pre-determined maximum payment amount because there was no pre-determined limit on revenue he could source in fiscal 2015), mitigating the risk that the incentive cash compensation payable to our executive officers for fiscal 20152023 would not be commensurate with our actual performance. These maximum payment amounts, which emphasize the relative importance of the objective financial performance criteria underlying them, were determined as follows: (1) the maximum payment of anyeach component linked to our fiscal 2015 consolidated non-GAAP net revenue or our fiscal 2015 consolidated non-GAAP Adjusted EBITDAearnings performance criteria was equal to twice that component'scomponent’s target payment, and (2) the maximum payment of any component linked to individual subjective performance goals was 140% of that component'scomponent’s target payment. The amount payable to Mr. Maleh under the component of his fiscal 2015 annual incentive cash bonus linked to individual subjective performance goals was further limited by an objective formula amount based on our fiscal 2015 consolidated non-GAAP Adjusted EBITDA (with the exclusions described above) in order to preserve the deductibility of the amounts payable to him under it. The target and maximum amounts payable under these annual incentive cash bonuses are reported under the heading "Estimated“Estimated Possible Payouts Under Non-Equity Incentive Plan Awards"Awards” in the "Grants“Grants of Plan-Based Awards for Fiscal 2015"2023” table in the "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards" section of this proxy statement below.thethese annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 2015 performance tied to objective financialnet revenue and earnings performance criteria (other than Mr. Lowenstein's revenue sourcing bonus) increased the payment by 1% of the target payment for each 1% that the performanceachievement of the applicable performance criteria exceeded the applicable performance target (subject to the component'scomponent’s maximum payment amount), and decreased the payment by 1% of the target payment for each 1% that the performanceachievement of the applicable performance criteria missed the applicable performance target (subject to a floor of zero). Our compensation committee initially adopted this one-to-one so-called "leverage curve"“leverage curve” in fiscal 2009 based, in part, on advice from Semler Brossy that less steep leverage curves are more appropriate when performance targets are unpredictable and volatile. Our compensation committee decided to retain this one-to-one leverage curve for the components of the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 20152023 performance tied to objective financial performanceperformancepayment formula determining the amount payable under the components of these annual incentive cash bonuses tied to individual subjective performance goals provided for a payment based on a tally sheet weighted-average score of the applicable executive officer'sofficer’s achievement of his individual subjective business goals ranging from one (below expectations) to five. Specifically, forfive (exceeds expectations). For each of Messrs. Maleh, Mahoney, Holmes and Lowenstein,Yellin, the formula provided for a payment linearly ranging from (1) 60% to 90% of the target payment, as the applicable executive officer'sofficer’s individual component weighted-average score ranged from one to two, (2) 90% to 110% of the target payment, as the applicable executive officer'sofficer’s individual component weighted-average score ranged from two to four, and (3) 110% to the maximum 140% of the target payment, as the applicable executive officer'sofficer’s individual component weighted-average score ranged from four to five, and for Mr. Holmes, the formula provided for a payment linearly ranging from (1) 20% to 100% of the target payment, as his individual component weighted-average score ranged from one to three, (2) 100% to 110% of the target payment, as his individual component weighted-average score ranged from three to four, and (3) 110% to 140% of the target payment, as his individual component weighted-average score ranged from four to five. Our compensation committee developed the structure of the payment formulas for our executive officers' annual incentive cash bonuses in consultation with Semler Brossy, and received advice from Semler Brossy in fiscal 2015 that the structure of these payment formulas, including their overall maximum payment amount (excluding Mr. Lowenstein's revenue sourcing bonus, which had no pre-determined maximum amount) of 182% of the bonuses' respective target amounts, were largely in line with the practices of our 2015 peer group. The payment formula for Mr. Lowenstein's revenue sourcing bonus provided for a payment equal to 25% of the revenue sourced by him in fiscal 2015 in excess of $800,000. This payment formula was designed to capture the difference between what a typical sourcing consultant would receive compared to the compensation that Mr. Lowenstein would otherwise receive for his service as our chief strategic officer for fiscal 2015.thethese annual cash incentive bonuses, that our executive officers were eligible to receive for fiscal 2015 performance, our compensation committee retained the ability to reduce or eliminate the amount actually paid under the component in its discretion. This discretion mitigated the risk that the annual incentive cash compensation payable to our20152023 could have been disproportionate to our actual performance.20152023 annual incentive cash bonuses.7, 2016,3, 2024, our compensation committee determined the amounts to be paid to our executive officers with respect to the annual incentive cash bonuses they were eligible to receive for fiscal 20152023 performance. These amounts, which are reported in the "Summary“Summary Compensation Table for Fiscal 2015"Table” under the heading "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” in the "Compensation“Compensation of Directors and Executive Officers—Executive compensation—Summary compensation"compensation” section of this proxy statement below, were determined as follows:revenue.revenue. Our fiscal 20152023 consolidated non-GAAP net revenue (with the exclusions described above)(6) was approximately $299.8$624.0 million, or approximately 7.2%6.0% below the adjusted performance target for fiscal 20152023 of $323.2$663.6 million. The compensation committee adjusted the consolidated non-GAAP net revenue target to take into account the $3.9 million impact of foreign currency adjustments during the period. Accordingly, the amount payable under the payment formula for the net revenue component of our executive officers'officers’ fiscal 20152023 annual incentive cash bonuses was the target payment decreased by approximately 7.2%6% of the target payment.earnings before interest and taxes.Performance Compensation EBITDA. Our fiscal 2015 consolidated non-GAAP Adjusted2023 Performance Compensation EBITDA (with the exclusions described above)(7) was approximately $46.8$110.1 million, or approximately 15.3%11.3% below the adjusted performance target for fiscal 20152023 of$55.3 million.foreign currency adjustments during the period. Accordingly, the amount payable under the payment formula for the Adjusted EBITDAearnings component of our executive officers'officers’ fiscal 20152023 annual incentive cash bonuses was the target payment decreased by approximately 15.3%11.3% of the target payment.goals.goals. Based on the subjective individual performance goal weighted-average scores for each of our executive officers, the amounts payable under the payment formula for the subjective individual performance goal component of our executive officers'officers’ fiscal 20152023 annual incentive cash bonuses were equal to the following percentages of their respective target amounts: for Mr. Maleh, 97.5%106%; for Mr. Mahoney, 110%; for Mr. Holmes, 92%106%; and for Mr. Lowenstein, 93.33%Yellin, 113%. Because our fiscal 2015 consolidated non-GAAP Adjusted EBITDA (with the exclusions described above) was greater than 50% of the performance target for fiscal 2015 of $55.3 million, the objective payment formula capping the subjective individual performance goal component of Mr. Maleh's cash incentive bonus did not operate to reduce the amount otherwise payable to Mr. Maleh under this component of his fiscal 2015 annual incentive cash bonus.Component linked to revenue sourcing. The revenue sourced by Mr. Lowenstein's in fiscal 2015 was $880,761. Accordingly, the amount payable under the payment formula for the revenue sourcing component of Mr. Lowenstein's fiscal 2015 annual incentive cash bonus was 25% of the amount that this sourced revenue exceeded $800,000, which is equal to $20,190.•paid.paid. After calculating the total amount payable to each of our executive officers under the payment formulas for their fiscal 20152023 annual incentive cash bonuses, our chief executive officer offered to reduce the amount payable to each of our executive officers underrecommended that these bonuses by more than 10% of the earned payment amount, and this offer was accepted by our compensation committee.equity compensation Weprogramcompensationand cash awards granted under our long-term incentive program, or "LTIP," and 2006 equity incentive plan is“LTIP,” are the cornerstonefoundation of our overall pay-for-performance compensation program for our senior corporate leaders, practice leaders and other key revenue generators. TheseThe LTIP generally serves as a framework for equity awards serve to motivate high levels of performance, recognize these employees' contributionsgranted under our amended and restated 2006 equity incentive plan and cash awards, other than the annual incentive cash bonuses granted to our success,executive officers, granted under our cash incentive plan.encourage themcash awards comprising the grants made under our LTIP are designed to consider our long-term growth and profitability, thereby aligning their interestswork together to achieve the program’s primary objectives; namely to:interestsdelivery of future value to 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 retainshareholders;generators. We believegenerators on performance by directly linking their compensation to the achievement of pre-determined performance goals and shareholder returns;is a vital part ofdiscussion and analysis under the compensation that we must provide in order to achieve those goals. Ourheading “Ownership guidelines” below.arehave historically been the same for our senior corporate leaders, as they are for our practice leaders and other key revenue generators. Beginning in fiscal 2016, only our executive officers have received the full LTIP equity awards consisting of stock options, time-vesting restricted stock unit awards (“RSUs”) and performance-vesting restricted stock unit awards (“PRSUs”) described below. The vital role thatonly other employees who received equity awards under our LTIP in fiscal 2023 were our group and 2006 equity plan playpractice leaders, each of whom received 30% of their respective LTIP award value in fiscal 2023 in the compensationform of the employee consultants who are our practice leaders and other key revenue generators is evidenced by the fact that the LTIPRSUs. granted to them represented on average 83% of the LTIP awards granted during fiscal 2013 through 2015. An analysis of the LTIP equity compensation granted to our executive officers in fiscal 2015 is set forth below. More complete technical descriptions of our LTIP and 2006 equity incentive plan are contained in this proxy statement under the headings "Compensation of Directors and ExecutiveOfficers—Executive compensation—Plan-based awards—Long-term incentive program" and "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards—2006 equity incentive plan" below. Where appropriate, our compensation committee also may grant special restricted stock bonuses under our 2006 equity incentive plan to recognize special achievements relating to unique circumstances, but it did not grant any such special bonus for fiscal 2015.Long-term incentive program. Equity awards granted under our LTIP to our senior corporate leaders, practice leaders and other key revenue generators are comprised2023 consisted of the following typesmix of equity awards granted under our 2006 equity incentive plan in the following proportions: 30% stock options, 30% time-vesting restricted stock unit awards, or "RSUs,"awards: 40% RSUs and 40% performance-vesting restricted stock unit awards, or "PRSUs."60% PRSUs. For purposes of these weightings, each share subject to a stock option is treated as one-half of a share, each share by which an RSU or a PRSU is measured is treated as one share, and it is assumed that the PRSUs'PRSUs’ target performance will be achieved. In fiscal 2015, Semler Brossy advisedSince 2019, our compensation committee that the use ofdetermined to grant only RSUs and PRSUs to our executive officers and not to include stock options in these three types of equity awards, with the most weight applying to PRSUs, was in line with the practice of our 2015 peer group.comprising the grants madeavailable under our LTIP are designed to work together to achieve the program's primary objectives, namely to:a significant portionthe interests of the total compensation of these employeesrecipient with the deliveryinterests of future valueour shareholders due to our shareholders;•focus our senior corporate leaders, practice leaders and other key revenue generators on performance by directly linking their compensation to the achievement of predetermined performance goals and shareholder returns;•provide a competitive compensation program that has significant retention value; and•promote top line and bottom line growth. As noted above, the LTIP equity awards are comprised of stock options, RSUs and PRSUs. Equity grants under our LTIP include stock options because they motivate our senior corporate leaders, practice leaders and other key revenue generators to increase shareholder value. The four-year vesting schedule applicable to the stock options granted under our LTIP provides long-term retention value. Stock options granted under our shareholder-approved 2006 equity incentive plan are also efficient from a tax perspective because the compensation they provide is not subject to the deductibility limitations of Section 162(m) of the Internal Revenue Code. RSUs are included in the equity grants made under our LTIP because their value isbeing directly based ontied to the value of our common stock, so RSUs directly alignstock. In addition, the interestsvesting schedule of our senior corporate leaders, practice leaders and other key revenue generators with the interests of our shareholders. The four-year vesting scheduleat least four years applicable to RSUs granted under our LTIP provides long-term retention value that is less dependent on our stock price than the retention value of stock options, which may be reduced if our stock price drops below the stock options' exercise price. Because RSUs vest based on time, not performance, the compensation they provide is subject to the deductibility limitations of Section 162(m). are included in the equity grants made under our LTIP because the value of the award is based on our performance, over a period of not less than one fiscal year, or more, enabling us to provide longer-termlonger term compensation that motivates our senior corporate leaders, practice leaders and other key revenue generatorsthe recipient to increase our profitability, our growth and shareholder value. TheIn addition, the PRSUs granted under our LTIP also provide long-term retention value because the RSUs earned based upon the outcome ofPRSU'sPRSU’s performance conditions are subject to further time-based vesting, so the entire award is paid over at least a four-year vesting period, regardless of the length of the PRSU'sPRSU’s performance period. PRSUs granted under our shareholder-approved 2006 equity incentive plan are also efficient from a tax perspectivecompensation they provide is not subjectrecipient to increase shareholder value, and the deductibility limitations of Section 162(m). Thesefour-year vesting schedule applicable to LTIP stock options and shares of common stock issued pursuant to the vesting of these RSUs and PRSUs further align the interests of our senior corporate leaders, practice leaders and other key revenue generators with the interests of our shareholders because they are held subject to the share ownership requirements described in this compensation discussion and analysis under the heading "Stock ownership guidelines" below.LTIPprovides long-term retention value.2015.November 12, 2015,April 11, 2023, our compensation committee granted equity awards, composed of stock options, RSUs and PRSUs, as described above, to our senior corporate leaders, practice leaders and other key revenue generatorsexecutive officers under our LTIP. The aggregate grant date fair values of these equity awards granted to our executive officers (assuming the PRSUs'PRSU’s target performance will be achieved) are as follows: for Mr. Maleh, $847,213;$1,599,955; for Mr. Mahoney, $374,990; for Mr. Holmes, $254,161;$374,990; and for Mr. Lowenstein, $254,161. Accordingly, theYellin, $324,991. The aggregate grant date fair values of this equity compensation represented over 33%about 38% of our chief executive officer's and chief financial officer'sofficers’ fiscal 2015 aggregate2023 target total compensation. This(8) In addition, all of this equity compensation, the value of which is tied to the value of our common stock, together with the target payments of the annual incentive cash bonuses that our executive officers were eligible to receive based on fiscal 20152023 performance, under our cash incentive plan, constituted over 72%68% of our chief executive officer's, and over 60% of our chief financial officer's,officers’ fiscal 20152023 target total compensation, demonstrating our commitment to providing executive compensation that aligns the interests of our executive officers with the interests of our shareholders, rewards performance, and provides retention value.20152023 are based on the performance over fiscal 20162023 and fiscal 20172024 of our consolidated non-GAAP average AdjustedPerformance Compensation EBITDA(9) margin (including acquisitions and divestitures) and our consolidated non-GAAP cumulative annual net revenue growth (excluding(including acquisitions and divestitures), which aligns the interests of the LTIP participants and our shareholders by motivating the LTIP participants to consider both our growth and profitability. The consolidated non-GAAP Adjusted EBITDA margin and net revenue we will use for these purposes will be the same as the consolidated non-GAAP Adjusted EBITDA margin and net revenue we report with our financial results for the applicable measurement periods..(10) The number of shares of our common stock potentially issuable under each of these PRSUs is based on the outcome of itstheir performance conditions and ranges from a threshold of 50%52% of the PRSU'sPRSU’s target payment to a maximum of 125%150% of the PRSU'sPRSU’s target payment. If these PRSUs'PRSUs’ threshold performance level is not achieved over their performance period, no payment will be made under them, mitigating the risk that the incentive compensation payable under them will not be commensurate with our actual performance.them. When determining these PRSUs'PRSUs’ performance targets, our compensation committee sets goals that it believes will be challenging to achieve, based on a review of our future financial plan and general economic conditions, in order to motivate a high degree of business performance with an emphasis on longer-termlonger term financial objectives. number of shares of our common stock subject to stock options, the number of shares of our common stock by which RSUs are measured, and the threshold, target and maximum number of shares of our common stock by which PRSUs are measured with respect to the LTIP equity awards granted to our executive officers in fiscal 20152023 are set forth under the headings "All Other Option Awards: Number of Securities Underlying Options," "All“All Other Stock Awards: Number of Shares of Stock or Units,"” and "Estimated“Estimated Future Payouts Under Equity Incentive Plan Awards,"” respectively, in the"Grants “Grants of Plan-Based Awards for Fiscal 2015"2023” table below."Compensationheadings “Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards" sectionawards” below.this proxy statement below.Performance conditions determined for PRSUs granted in fiscal 2013. On March 7, 2016, our compensation committee determineddirectors declared the number of shares offirst regular quarterly dividend on our common stock issuable basedin the fourth quarter of fiscal 2016. Although we anticipate continuing to pay regular quarterly dividends on the outcome of performance conditions of PRSUs granted on November 19, 2013 to our senior corporate leaders, practice leaders and other key revenue generators under our LTIP. These PRSUs' performance criteria were based on our fiscal 2014 and fiscal 2015 consolidated non-GAAP average Adjusted EBITDA margin (including acquisitions and divestitures) and consolidated non-GAAP cumulative annual net revenue growth (excluding acquisitions and divestitures). The number of shares of our common stock potentially issuable under each of these PRSUs based on the outcome of the PRSU's performance conditions, or its "performance share number," ranged from a threshold of 50% of PRSU's target payment to a maximum of 125% of the PRSU's target payment. The threshold, target and maximum performance share numbers under these PRSUs were based on threshold, target and maximum performance of 13%, 15% and 17%, respectively, for our fiscal 2014 and fiscal 2015 consolidated non-GAAP average Adjusted EBITDA margin (including acquisitions and divestitures), and 4%, 8% and 12%, respectively, for our fiscal 2014 and 2015 consolidated non-GAAP cumulative annual net revenue growth (excluding acquisitions and divestitures). Based on our consolidated non-GAAP average Adjusted EBITDA margin (including acquisitions and divestitures) for the performance period of 16.1% and our consolidated non-GAAP cumulative annual net revenue growth (excluding acquisitions and divestitures) overforeseeable future, the performance period of 4.14%, our compensation committee determined that the performance share number payable under each of these PRSUs based on their payment matrix was 74% of the PRSU's target payment. 50% of each of these performance share numbers vested on March 7, 2016 and were paid in shares of our common stock on that date. The remaining 50% of each of these performance share numbers will vest in two equal installments on the third and fourth anniversaries of November 19, 2013. The vestingdeclaration of any portion of a PRSU's performance share numberfuture dividends is subject to the continued employmentdiscretion of our board of directors. Since we began paying dividends, the PRSU's recipientonly dividends paid with respect to unvested equity awards have been dividends on the vesting date. Vested portions of a PRSU's payment share number are payable, at our election, in cash,unvested shares of restricted stock issued to our commonnon-employee directors and, as to one grant in 2014, our chief executive officer. Dividends declared with respect to shares of restricted stock granted under our 2006 equity incentive plan and our amended and restated 2006 equity incentive plan after July 11, 2018 are not paid until the underlying shares of restricted stock become vested.combinationdividend is determined by multiplying the per-share amount of the two.Stock ownershipdividend 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-shareto our senior corporate leaders, practice leaders and other key revenue generators under our LTIP to our executive officers are subject to share ownership requirements to further promote the long-term nature of the program. The share ownership thresholds are 400% of annual base salary for our chief executive officer and 300% of annual base salary for each of our other executive officers, and 140% of annual base salary for the other LTIP participants.officers. The equity awards that count towards these share ownership thresholds are (1) vested stock options granted under the LTIP, (2) shares of our common stock issued pursuant to vested RSUs granted under the LTIP, (3) shares of our common stock issued pursuant to vested PRSUs granted under the LTIP, and (4) any shares of our common stock or vested stock options delivered to us to be held for purposes of meeting these stock ownership guidelines. If an employee is subject toUntil one of our stock ownership guidelines, until his or herexecutive officer’s employment with us ends or he or she is no longer otherwise providing services for us, he or shesuch executive officer may not exercise any stock option issued under the LTIP or delivered to us to be held for purposes of meeting the stock ownership guidelines, or sell or transfer any shares of common stock issued with respect to RSUs or PRSUs granted under the LTIP or delivered to us to be held for purposes of meeting the stock ownership guidelines (except for sales to cover withholding taxes with respect to such issuance), unless his or her share ownership threshold is met and would continue to be met after such exercise, sale or transfer.. In any event, an employee subject to our stock ownership guidelinesexecutive officer may exercise any vested stock option granted under the LTIP or delivered to us to be held for purposes of meeting the stockoption'soption’s expiration date. For purposes of these stock ownership guidelines, shares of our common stock are valued based on the closing price of our common stock reported on the NASDAQNasdaq Global Select Market on the day prior to the applicable exercise, sale, transfer or transfer,delivery, and vested stock options are valued based on the Black-Scholes option-pricing model.(i)(1) purchasing, selling or otherwise trading in options (including publicly traded options), puts, calls, warrants and other derivatives involving or relating to our common stock, (ii)(2) engaging in any hedging activities with respect to our common stock, (iii)(3) engaging in short sales or taking equivalent positions in our common stock, or (iv)(4) holding shares of our common stock in a margin account or, without the express authorization of our chief executive officer or general counsel, pledging shares of our common stock as security.generallyhistorically followed a practice of generally making all equity awards to our senior corporate leaders, practice leaders and other key revenue generators on a single dateone or two dates each year. TheIn fiscal 2023, the compensation committee authorized all of themade equity awards made in fiscal 2015 under our LTIP program on November 12, 2015.three dates. We do not otherwise have any program, plan or practice related to the timing of the granting of equity awards to our executive officers as it relates to the release of material non-public information.then currentthen-current fair market value of our common stock, as an incentive for these new hires to participate only in very significant increases in our overall stock value. We do not otherwise have any program, plan or practice of awarding stock options, or setting the exercise price of stock options based on our stock price, on a date other than the grant date. We do not have a practice of determining the exercise price of stock option grants by using average prices (or lowest prices) of our common stock over a period preceding, surrounding or following the grant date. While our compensation committee'scommittee’s charter permits the committee to delegate"401(k)“401(k) savings plan"plan” below) and premiums we pay for term life insurance, long-term disability insurance and accidental death and dismemberment insurance for the benefit of these employees. Our compensation committee believes that these modest perquisites and other compensation are consistentpoliciesApril 2015,response to recently adopted Nasdaq Stock Market and SEC rules, our board of directors adopted an omnibus equity and incentive compensationupdated the Company’s policy for the recovery policy.of erroneously awarded compensation. This policy 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) together with a determination by our board of directors that the applicable person was, individually or with others, directly responsible for this noncompliance.. The amount recoverable pursuant to this policy cannot exceedis 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 noapplies to compensation can be recovered under thisreceived in the three fiscal years preceding the accounting restatement. This policy more than three years after it was paid or vested,is effective as applicable. This policyof October 2, 2023 and applies to persons who served or serve as our named executive officers during or after fiscal 2015, and to annual or long-term incentive cash or equity compensation granted after April 30, 2015. Subject to these limitations, our boardan “officer” as defined in Rule 16a-1(f) under the Exchange Act of directors has the full authority to determine whether to seek recovery or the amount that will be recovered under this policy in any particular instance, taking into account the facts or circumstances that it deems appropriate.1934. Our board of directors intends to amend this policy, as necessary, to make it comply with any applicable requirements or listing standards. The annual incentive cash bonuses our executive officers are eligible to receive under our cash incentive plan with respect to a given fiscal year are subject to recoupment, reimbursement or forfeiture under the plan if our financial statements for that fiscal year are negatively affected by a restatement as a result of errors, omissions, or fraud.Employment Our executive officers do not have employment agreements other than our standard employee agreements related to confidentiality, non-competition and non-solicitation. "Compensation“Compensation of Directors and Executive Officers—Executive compensation—Potential payments upon termination or change in control"control” below, in March 2020, 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 without “good reason,” or in connection with a change in control may also trigger payments to ourcontrol. An executive officers under our cash incentive plan, and an executive officer'sofficer’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.$18,000$22,500 in calendar year 2015,2023, into their 401(k) plan accounts. Participants ageaged 50 and over may also make catch-up contributions of up to $6,000$7,500 for calendar year 2015.2023. In addition, under the 401(k) plan, we match an amount equal to fifty cents for each dollar$7,950$9,900 in calendar year 2015.2023. Amounts held in 401(k) plan accounts on behalf of an employee may not be withdrawn prior to the employee'semployee’s termination of employment with us, total and permanent disability, or such earlier time as the employee reaches the age of 591/ 1/2,, subject to certain exceptions set forth in the regulations of the Internal Revenue Service. We maintain our 401(k) plan because we wish to encourage our employees to save some percentage of their cash compensation for their retirement. Our 401(k) plan permits employees to make such savings in a manner that is relatively tax efficient.limits our tax deduction forprevents us from deducting compensation paid in excess of $1.0$1 million paid to eachcertain of our chief executive officer and our three other most highly compensated executive officers, other thancalled our chief financial officer,“covered officers,” in any fiscal year. Compensation that is "qualified performance-based compensation" within the meaning of Section 162(m) does not count towards this $1.0 million limit. The annual incentive cash bonuses thatIn fiscal 2023, our named executivecovered officers were eligible to receive for fiscal 2015 performance under our shareholder-approved cash incentive plan (excluding the components tied to the subjective individual performance goalspresident and chief executive officer, Mr. Maleh, our executive vice president, chief financial officer and treasurer, Mr. Mahoney, our executive vice president and chief corporate development officer, Mr. Holmes, and our executive vice president and general counsel, Mr. Yellin. Once a person becomes a covered person, he or she stays a covered person for all subsequent fiscal years, even if not employed by us. Prior to fiscal 2018, in determining the extent to which any covered officer’s compensation exceeded $1 million in a fiscal year, performance-based compensation meeting criteria established by the Internal Revenue Service, called “qualified performance-based compensation,” was excluded, thereby preserving its deductibility. The Tax Cuts and Jobs Act of our named executive officers other than our chief executive officer), as well as2017 eliminated the stock options and PRSUs granted to our named executive officers in fiscal 2015 under our LTIP and shareholder-approved 2006 equity incentive plan, were all intended to beexclusion for qualified performance-based compensation, preserving the deductibility of the amounts paid under them. In fiscal 2015, Section 162(m) only minimally limited the deductibility of theexcept for certain grandfathered awards—generally qualified performance-based compensation we paidgranted on or prior to, our chief executive officer, and it did not limit the deductibility of the compensation we paid to our other named executive officers. Our policy with respect to Section 162(m) is to make a reasonable effort to cause compensation paid to our named executive officers to be deductible by us while simultaneously providing our named executive officers with appropriate rewards for their performance. Our compensation committee may, in its discretion, defer compensation that would not be deductible under Section 162(m) and may decide to make payments to our named executive officers that are not fully deductible because of the Section 162(m) limitation.January 2, 2016.
The compensation committeeThe compensation committeeWilliam Schleyer (Chair)Thomas AveryRowland MoriartyThomas Robertson
Thomas Avery (Chair)
William Concannon
Christine Detrick
Heather Tookescommittee'scommittee’s conclusion are as follows:stock'sstock’s performance, so that these employees do not focus solely on our stock performance to the detriment of other important business metrics. The equity and cash compensation paid to our senior corporate leaders, practice leaders and other key revenue generators through our LTIP is designed to reward long-term performance. For example, the stock optionsRSUs and RSUsservice-based cash awards granted under our LTIP to our senior corporate leaders (other than our executive officers), practice leaders and other key revenue generators vest in equal annual installments over a period of five years, the RSUs granted to our executive officers vest in equal annual installments over a period of four years, and the PRSUsperformance-based cash awards granted under our LTIP are linked to our performance over periods of at least one to four years.year. The proportions of salary, annual incentive cash bonuses, and equity compensation are designed to ensure that ourour consolidated non-GAAP net revenue growth and consolidated non-GAAP Adjusted EBITDAearnings margin, which encourages these employees to focus on growth and efficiency and discourages risk-taking focused on improving only one of these measures of our performance because such a focus would ultimately harm our stock price and thus the value of their equity awards.measures. There is no payment under any of these awards if the award'saward’s threshold performance levels are not achieved, and each award contains a pre-determined maximum payment, which mitigates risk by making it less likely that the payout on any given award will not correspond to performance. Finally, the mix of equity awards, and the performance criteria applicable to PRSUs granted, under our LTIP apply to all of our senior corporate leaders, practice leaders and other key revenue generators, creating a consistent compensation risk profile across our business.20152023 performance under our cash incentive plan (other than components of annual incentive cash bonuses linked directly to the executive officer's sourced revenue) are based on non-GAAP consolidated net revenue and Adjusted EBITDAearnings measures, encouraging our executive officers to focus on growth and efficiency. These awards had pre-determined maximum payouts and used a relatively flat one-to-one leverage curve for adjusting the payments for performance that missed or exceeded the awards'awards’ performance targets, which reduced the risk that payouts under the awards would not correspond to performance. Most important,Importantly, our compensation committee couldreserves the right to exercise its discretion to reduce or eliminate the payment made under any of these awards, regardless of the amount resulting from the award'saward’s payment formula.stockminimum ownership guidelines with respect to equity awards madegranted to our executive officers under our LTIP, which further motivatesmotivate our senior corporate leaders, practice leaders and other key revenue generatorsexecutive officers to consider our long-term performance.recovery policies,clawback policy, which further mitigates the risk that payment under performance awards will not be aligned with our actual performance.
a single dateone or two dates each year, so the equity component of our compensation program cannot be timed or coordinated with the release of material information.•Except with respect to In fiscal 2023, the 30% componentcompensation committee made equity awards under our LTIP program on three dates.thatgranted to our named executive officers (other thanunder our chief executive officer) were eligible to receive for fiscal 2015 performance tied to subjective individual performance goals, the amounts earned under these annualcash incentive plan, all other performance-based cash bonusesawards granted under our shareholder-approved cash incentive plan, and the PRSUs granted to our named executive officers under our LTIP and shareholder-approved 2006 equity incentive plan, are intended to be "qualified performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code in order to preserve the deductibility of the amounts payable under them. The outcome and payments of these awards are certified to, and approved by, our compensation committee.whichwho provided services only as directed by the committee and had no other relationship with us during fiscal 2015,2023, is independent from us and that the services provided to us by itthis consultant in fiscal 20152023 raised no conflicts of interest.20152023 by Paul Maleh, the following: and chief executive officer Chad Holmes, and chairman of the board, Paul Maleh;treasurer,chief corporate development officer, Chad Holmes; and Arnold Lowenstein, chief strategy officer and executive vice president the only person other than our chiefand general counsel, Jonathan Yellin.officer and chief financial officer who served as one of our executive officers during fiscal 2015. The persons listed in this table are sometimes referred to as our "named“named executive officers."20152023 consisted of the following:2015 performance under our cash incentive plan; 2023 performance;stock options, time-vesting restricted stock unit awards, or "RSUs,"RSUs and performance-vesting restricted stock unit awards, or "PRSUs,"PRSUs based on our fiscal 20162023 and fiscal 20172024 performance all granted to our executive officers under our long-term incentive program, or "LTIP,"LTIP in 2023; and our 2006 equity incentive plan; and The structure of these annual incentive cash bonuses,determination by our compensation committee on March 7, 2016 of the amounts payable under them, are described in this proxy statementfurther disclosure under the heading "Compensation of Directors and Executive Officers—Compensation discussion and analysis—Annual incentive cash bonuses" above. The structure of these stock options, RSUs and PRSUs are described in this proxy statement under the headings "Compensation of Directors and Executive Officers—Compensation discussion and analysis—Long-term incentive equity compensation" above and "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards—Long-term incentive program"“Executive compensation” below. Further analysis and information about our executive officers' fiscal 2015 compensation is set forth in this proxy statement under the heading "Compensation of Directors and Executive Officers—Compensation discussion and analysis" above.Name and Principal Position Year Salary ($) Bonus ($) Stock
Awards
($)(1)(2)(3) Non-Equity
Incentive Plan
Compensation
($)(4) All Other
Compensation
($)(5)(6) Total ($) Paul Maleh 2023 900,000 — 1,599,955 1,055,000 29,238 3,584,193 President, chief executive officer 2022 900,000 165,000(7) 1,599,969 1,094,399 35,339 3,794,707 and chairman of the board 2021 850,000 375,000(8) 1,500,032 1,085,000 28,360 3,838,392 Daniel Mahoney 2023 450,000 — 374,990 380,000 29,724 1,234,714 Executive vice president, chief financial 2022 450,000 70,000(7) 374,991 385,958 35,064 1,316,013 officer and treasurer 2021 400,000 75,000 249,994 315,000 26,181 1,066,175 Chad Holmes 2023 450,000 — 374,990 370,000 21,149 1,216,139 Executive vice president and chief 2022 450,000 70,000(7) 374,991 397,208 20,581 1,312,780 corporate development officer 2021 425,000 75,000 349,978 390,000 19,852 1,259,830 Jonathan Yellin 2023 450,000 — 324,991 335,000 22,139 1,132,130 Executive vice president and 2022 450,000 70,000(7) 324,947 344,247 26,521 1,215,715 general counsel 2021 425,000 114,600(9) 274,973 345,000 22,492 1,182,065 Year Salary
($) Bonus
($) Stock
Awards
($)(1)(2) Option
Awards
($)(3) Non-Equity
Incentive
Plan
Compensation
($)(4) All Other
Compensation
($)(5)(6) Total
($) 2015 660,000 — 654,941 192,272 750,000 23,685 2,280,898 2014 600,000 — 1,041,962 183,615 950,000 21,218 2,796,795 2013 600,000 — 559,390 201,606 740,000 33,186 2,134,182
2015
350,000
—
196,478
57,683
225,000
9,616
838,777 2014 296,923 220,000 (7) 203,256 68,856 — 9,466 798,501
2015
400,000
—
196,478
57,683
165,000
(8)
23,685
842,846 2014 400,000 — 270,988 91,808 250,000 21,563 1,034,359 2013 400,000 — 279,695 100,803 370,000 (9) 22,688 1,173,186 restricted stock, RSU awards,RSUs and PRSU awards,PRSUs, as applicable, made in the specified fiscal periods to the applicable named executive officers under our 2006 equity incentive plan.officer. Specifically, in fiscal 2013, the applicable2021, each named executive officers wereofficer was granted, on November 19, 2013,March 22, 2021, RSUs and PRSUs based on fiscal 20142021 and fiscal 2015 performance under our LTIP;2022 performance; in fiscal 2014,2022, each named executive officer was granted, on November 20, 2014,March 10, 2022, RSUs and PRSUs based on fiscal 20152022 and fiscal 2016 performance under our LTIP, and our compensation committee granted a bonus of shares of restricted stock to Mr. Maleh on February 25, 2014;2023 performance; and in fiscal 2015,2023, each named executive officer was granted, on November 12, 2015,April 11, 2023, RSUs and PRSUs based on fiscal 20162023 and fiscal 2017 performance under our LTIP.2024 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“Summary of Significant Accounting Policies—Share-BasedPolicies-Share-Based Compensation,"” and note 11, "Share-Based10, “Share-Based Compensation,"” to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2016.20162023 and 20172024 performance granted in fiscal 2015 to the applicable executive officers under our LTIP, assuming the maximum payment under each award is made, are as follows: for Mr. Maleh, $467,802; for Mr. Holmes, $140,332; and for Mr. Lowenstein, $140,332. The grant date fair values of the PRSUs based on fiscal 2015 and 2016 performance granted in fiscal 20142023 to our executive officers under our LTIP, assuming the maximum payment under each award is made, are as follows: for Mr. Maleh, $387,125;$1,439,960; for Mr. Mahoney and Mr. Holmes, $145,157;$337,437; and for Mr. Lowenstein, $193,563.Yellin, $292,439. The grant date fair values of the PRSUs based on fiscal 20142022 and 20152023 performance granted in fiscal 20132022 to the applicableour executive officers under our LTIP, assuming the maximum payment under each award is made, are as follows: for Mr. Maleh, $399,557;$1,439,930; for Mr. Mahoney and Mr. Holmes, $337,501; and for Mr. Lowenstein, $199,788.Yellin, $292,410. The grant date fair values of the PRSUs based on fiscal 2021 and 2022 performance granted in fiscal 2021 to our executive officers under our LTIP, assuming the maximum payment under each award is made, are as follows: for Mr. Maleh, $1,124,989; for Mr. Mahoney, $187,441; for Mr. Holmes, $262,473; and for Mr. Yellin, $206,199. These grantThe amounts reflectaggregateform 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 2021, fiscal 2022 and fiscal 2023 will upon vesting be paid in cash. Dividends are, and have been, factored into the grant date fair values of stock options granted inreported for the specified fiscal periods to the applicable executive officers under our LTIPRSUs or PRSUs, and 2006 equity incentive plan. These grant date fair values were computed in accordance with ASC Topic 718, using the Black-Scholes option-pricing model. In fiscal 2015, this model was based on the following weighted-average assumptions: expected life–4.5 years; forfeiture rate–1.1%; expected volatility–39.03%; risk-free interest rate–1.39%; and no expected dividends. In fiscal 2014, this model was based on the following weighted-average assumptions: expected life–5.0 years; forfeiture rate–4.0%; expected volatility–43.03%; risk-free interest rate–1.62%; and no expected dividends. In fiscal 2013, this model was based on the following weighted-average assumptions: expected life–5.0 years; forfeiture rate–4.5%; expected volatility–46.88%; risk-free interest rate–1.37%; and no expected dividends. Additional details on accounting for share-basedthus dividend units are not reported as all other compensation can be found in note 1, "Summary of Significant Accounting Policies—Share-Based Compensation," and note 11, "Share-Based Compensation," to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2016.periodsyears granted to the applicableour named executive officers under our cash incentive plan. The amounts earned on the annual incentive cash bonuses for fiscal 20152023 performance were determined by our compensation committee on March 7, 2016.2015,2023, 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-term2015,2023, the amounts shown for our executive officers (other than Mr. Holmes) include our aggregate incremental cost of the following perquisites and other personal benefits paid to our executive officers: parking, and reimbursement for certain health and dental premiums and expenses, supplemental health insurance and certain entertainment related expenses. For fiscal 2015, compensation in the formperquisites and other personal benefits has been omitted for Mr. Holmes because the total value of perquisites and other personal benefits paida Special Bonus Award awarded to him in fiscal 2015 was less than $10,000.(7)Represents the discretionary bonus received by Mr. Holmes for fiscal 2014. Mr. Holmes was promoted to our chief financialeach named executive officer executive vice president and treasurer in November 2014.(8)Includes the $20,190 formula payment amount, determined by our compensation committee on March 7, 2016,committee. For more information related to the Special Bonus Awards, see the section of the revenue sourcing componentproxy statement for the 2023 annual meeting of Mr. Lowenstein'sour shareholders filed with the SEC on April 28, 2023, under the heading “Compensation of Directors and Executive Officers—Executive Summary—Executive officer compensation in fiscal 2022—Amounts paid with respect to fiscal 2022 annual incentive cash bonus for fiscal 2015 performance based uponbonuses.”revenue sourced byvesting of a service-based cash award granted to Mr. Lowenstein in fiscal 2015.(9)Includes the $50,000 formula payment amount, determined by our compensation committeeMaleh on March 18, 2014,July 12, 2017 outside of the revenue oversight componentLTIP.Lowenstein's annual incentive cash bonus for fiscal 2013 performance based uponYellin on February 2, 2017 under the revenue we generated from his key clients in fiscal 2013.LTIP before he was appointed as one of our executive officers.20152023 consisted of (1) annual incentive cash bonuses that our executive officers were eligible to receive based on fiscal 20152023 performance under our cash incentive plan and (2) stock options, time-vesting restricted stock unit awards, or "RSUs,"RSUs and performance-vesting restricted stock unit awards, or "PRSUs,"PRSUs based on fiscal 20162023 and fiscal 20172024 performance, granted to our senior corporate leaders (including our executive officers), practice leaders and other key revenue generatorsofficers on November 12, 2015April 11, 2023 under our long-term incentive program, or "LTIP,"LTIP and our amended and restated 2006 equity incentive plan. For further analysis of the structure of these annual incentive cash bonuses and the LTIP awards granted in fiscal 2015,2023, see the disclosure under the heading "Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis"analysis” above. Our cash incentive plan, ourthe LTIP and our amended and restated 2006 equity incentive plan are described below.incentiveand service-based cash awards to our executive officerssenior corporate leaders, practice leaders, key revenue generators and other salaried employees.iswas initially designed to facilitate the granting of performanceperformance-based awards to our named executive officers intended to be "qualified“qualified performance-based compensation"compensation” within the meaning of Section 162(m) of the Internal Revenue Code, which may preserveCode. As noted above, the deductibilityTax Cuts and Jobs Act of amounts paid2017 eliminated the exclusion for qualified performance-based compensation, except for certain grandfathered awards—generally qualified performance-based compensation granted on or prior to, and not modified after, November 2, 2017.the awards. our LTIP, and (3) either service-based cash awards and/or performance-based cash awards outside of our LTIP.performanceperformance-based award granted under the plan is payable only to the extent certain performance targets, based on performance criteria specified by our compensation committee, are achieved in the relevant measurement period. These performance targets can be based on objective financial performance criteria, including, but not limited to, revenue; net revenue; net revenue (excluding the impact of one or more of our subsidiaries, acquisitions, discontinued operations and/or extraordinary or special items as determined by our compensation committee); revenue growth; net revenue growth; net revenue growth (excluding acquisitions and divestitures); earnings before interest, taxes, depreciation and amortization;amortization or “EBITDA”; adjusted measures of EBITDA adding back, among other expenses, non-cash expenses selected by our compensation committee, or “Adjusted EBITDA”; Adjusted EBITDA margin; funds from operations; funds from operations per share; operating income;income (loss); operating income growth; operating cash flow; net income; net income growth; pre- orpre-or after-tax income;income (loss); cash available for distribution; cash available for distribution per share; cash and/or cash equivalents available fromfor operations; net earnings; earnings (loss); earnings (loss) per share; earnings per share growth; return on equity; return on assets; share price performance; total shareholder return; total shareholder return growth; economic value added; improvement in cash flow;cash-flow; and confidential business unit objectives. Any of the foregoing measures may be determined on a GAAP or a non-GAAP basis or on a constant currency basis, or based on an average over periods of one year or longer, and/or with respect to any organizational level specified by our compensation committee, including, but not limited to, our entire company, any parent of us or any of our subsidiaries, in each case as a whole, or any unit, practice, department, group, line of business, or other business unit, whether or not legally constituted, of our entire company, any parent of us or any of our subsidiaries. These performance targets may also be based on performance criteria in the form of individual or other goals specified by our compensation committee. Only awards based on or limited by objective financial performance criteria may be qualified performance-based compensation. The performance criteria, performance targets and payment formulas of performance awards granted to our executive officers under our cash incentive plan must generally be determined within thefirst 90 days of the applicable performance period in order to be qualified performance-based compensation. The period on which the performance underlying these performance awardsany performance-based award granted under the plan is based must be at least aone fiscal year or longer. The maximum amount payable to any executive officerrecipient in a given fiscal year under performanceperformance-based awards granted under the plan is $8,000,000. This maximum is prorated for executive officersrecipients who do not participate in our cash incentivethe plan for the entire fiscal year.performanceperformance-based award granted to an executive officer under our cash incentive plan is based, our compensation committee reviews our performance and the performance of the executive officeraward recipient over the performance period, and then determines and certifies to in writing the extent to which the executive officerrecipient has achieved the objective performance criteria applicable to the performance award and the appropriate amount, if any, to be paid to the executive officerrecipient with respect to the performance award.performanceperformance-based award compared to the award'saward’s payment formula amount. The criteria used by our compensation committee as the basis for any such exercise of its discretion may, but need not be, set forth in the applicable performance award'saward’s terms and conditions. The payment of any performanceperformance-based award under our cash incentivethe plan is generally made shortly following the certification with respect to such award mentioned above. PerformancePerformance-based awards issued under our cash incentive plan are payable in cash, shares of our common stock or any combination of the two at the discretion of our compensation committee. The recipient of a performanceperformance-based award may receive payment under the award only if he or she is an employee on the last day of the performance period over which the performanceperformance-based award is based unless our compensation committee exercises its discretion to make prorated payments to former or retired employees or to a deceased employee'semployee’s estate."Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis—Clawback policies"policy” above.re-approvedreapproved by our shareholders in 2012. Our cash incentive plan must be approved by our shareholders every five years so that performance awards granted to our named executive officers under the plan may be qualified performance-based compensation. Our cash incentive plan is currently effective until the 2017 annual meeting of our shareholders (or any special meeting in lieu thereof).20153, 2015,11, 2023, our compensation committee determined the performance criteria, performance targets and payment formulas of the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 20152023 performance under our cash incentive plan, which are described above under the heading "Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis—Annual incentive cash bonuses."” The target and maximum amounts payable under these annual incentive cash bonuses are also reported under the heading "Estimated“Estimated Possible Payouts Under Non-Equity Incentive Plan Awards"Awards” in the "Grants“Grants of Plan-Based Awards for Fiscal 2015"2023” table below. On March 7, 2016,3, 2024, our compensation committee determined the amounts to be paid in respect of these annual incentive cash bonuses, as further described above under the heading "Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis—Annual incentive cash bonuses—Amounts paid with respect to fiscal 20152023 annual incentive cash bonuses."” These amounts are also reported in the "Summary“Summary Compensation Table for Fiscal 2015"Table” above under the heading "Non-Equity“Non-Equity Incentive Plan Compensation."” In 2009, our compensation committee approved our"LTIP,"“LTIP,” which setswas initially adopted by our compensation committee in fiscal 2009, generally serves as a framework for grants of equity awards granted under our amended and restated 2006 equity incentive plan and cash awards, other than the annual incentive cash bonuses granted to our executive officers, granted under our cash incentive plan. As noted above, we believe that the equity and cash awards granted under our LTIP are the foundation of our overall pay-for-performance compensation program for our senior corporate leaders, practice leaders and other key revenue generators. Technical details regardingThe LTIP is further described under the structure of theheading “Compensation discussion and analysis—Executive officer compensation in fiscal 2023—Long-term incentive program” above.instrumentsawards granted under our LTIP are described below. For further analysis and information regarding our LTIP and the equity instruments granted under it, see the sectionconsist of this proxy statement above entitled "Compensation of Directors and Executive Officers—Compensation discussion and analysis—Long-term incentive equity compensation." The equity awards that comprise the grants made under our LTIP are stock options, time-vesting restricted stock units or "RSUs," and(“RSUs”), performance-vesting restricted stock units or "PRSUs," which have the following features:•Stock(“PRSUs”) and stock options. 30% of each award granted under our LTIP consists of a non-statutory stock option granted under ouramended and restated 2006 equity incentive plan. For purposesIn recent fiscal years, certain recipients have received LTIP awards consisting of this 30% weighting, each shareRSUs and performance-based cash awards, solely performance-based cash awards, or a combination of service-based and performance-based cash awards.common stock subject toLTIP:stock option is treated as one-half of a share. These stock optionsLTIP vest over a period of four years, in equal annual installments, beginning on the first anniversary of the date of grant. Like all stock options granted under our 2006 equity incentive plan, stock options granted under our LTIP have a seven-year term, are granted with an exercise price equal to the fair market valuecase of our common stock onexecutive officers, and five years, in the date of grant, and may have their exercise prices reduced only with the approvalcase of our shareholders. We have been advised that stock options granted under our shareholder-approved 2006 equity incentive plan may be qualified performance-based compensation,other senior corporate leaders, practice leaders and as a result, may not be subject to Section 162(m)'s deductibility limitations.•RSUs. 30% of each award granted under our LTIP consists of RSUs, measured in shares of our common stock, granted under our 2006 equity incentive plan. For purposes of this 30% weighting, each share of our common stock by which an RSU is measured is treated as one share. These RSUs vest over a period of four yearsother key revenue generators, in equal annual installments, beginning on the first anniversary of the date of grant. Vested RSUs are payable, at our election, in cash, shares of our common stock or any combination of the two. RSUs granted under our LTIP are subject to the deductibility limitations of Section 162(m).PRSUs. 40% of each award granted under our LTIP consists of PRSUs, measured in shares of our common stock, granted under our 2006 equity incentive plan. For purposes of this 40% weighting, each share of our common stock by which a PRSU is measured is treated as one share and it is assumed that the PRSU's target performance will be achieved.PRSU'sPRSU’s threshold performance level is not achieved over the PRSU'sPRSU’s performance period, no payment is made under the PRSU. Historically, theaverage operating margin and revenue growth and average earnings margin metrics determined over the performance period. The performance criteria and payment formula for the PRSUs granted to our executive officers in fiscal 2015 are described above under the heading "Compensation of Directors and Executive Officers—Compensation discussion and analysis—LTIP awards for fiscal 2015." Generally, the amount payablevesting under a PRSU vests as follows. After the end of the PRSU's performance period,is delayed until our compensation committee determines that the PRSU’s performance conditions have been satisfied. Once the performance conditions have been determined to be satisfied, the PRSUs generally vest as to 50% on the date of such determination and in two equal annual installments thereafter. We often refer to the number of shares of our common stock potentially issuable under the PRSU based on the outcome of its performance conditions oras its "performance“performance share number." On the date of this determination, 25% of the performance share number automatically vests for each anniversary of the PRSU's grant date that has occurred on or prior to this determination date. The remainder of the performance share number vests in increments of 25% of theperformance share number on each subsequent anniversary of the PRSU's grant date until the performance share number is fully vested on the fourth anniversary of the PRSU's grant date.” The vesting of any portion of a PRSU'sPRSU’s performance share number is subject to the continued employment of the PRSU'sPRSU’s recipient on the vesting date. Vested portions of a PRSU'sPRSU’s performance share number are payable, at our election, in cash, shares of our common stock or a combination of the two. Webeen adviseda ten-year term, if granted after July 12, 2017, and a seven-year term, if granted before that PRSUsdate. The stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant and may have their exercise prices reduced only with the approval of our shareholders.shareholder-approved 2006 equity incentive plan may be qualifiedperformance cash awards, which have the following features:compensationawards granted under our LTIP provide for a cash payment based on a fixed target amount and asthe outcome of performance conditions measured over a result, may not beperformance period of at least one year. With the exception of our Canadian employees who are subject to Section 162(m)'s deductibility limitations. stock ownership guidelines described above in this proxy statement under the heading "Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis—Stock ownershipOwnership guidelines."2015November 12, 2015,April 11, 2023, our compensation committee granted equity awards under our LTIP to our senior corporate leaders (including our executive officers), practice leaders and other key revenue generators,officers, as further described above under the heading "Compensation of Directors and Executive Officers—Compensation“Compensation discussion and analysis—Executive officer compensation in fiscal 2023—Long-term incentive equity compensation—LTIPcompensation: awards for fiscal 2015."2023.” The number of shares of our common stock subject to these stock options, the number of shares of our common stock by which these RSUs are measured, and the threshold, target and maximum number of shares of our common stock by which these PRSUs are measured, are also set forth under the headings "All Other Option Awards: Number of Securities Underlying Options," "All“All Other Stock Awards: Number of Shares of Stock or Units,"” and "Estimated“Estimated Future Payouts Under Equity Incentive Plan Awards,"” respectively, in the "Grants“Grants of Plan-Based Awards for Fiscal 2015"2023” table below."incentive“incentive stock options,"” as defined in section 422 of the Internal Revenue Code; awards, including performance-vested restricted stock unit awards consisting of the right to receive payment of cash and/or shares of our common stock on the achievement of predeterminedpre-determined performance targets; and
4,874,000,6,149,000, consisting of the following:plan,2006,shareholders,special meeting in lieu of annual meeting of our shareholders, and special meeting in lieu of annual meeting of our shareholders reduced by the 800,000 shares cancelled by our board of directors on April 22, 2016, as reported in the current report on Form 8-K that we filed on April 27, 2016.re-approved by our shareholders have agreed to amendments to the plan in 2008, 2010, 2012, 2017, 2018, and, 2012.20152015.2023.2015
2023Name Type of
Award(1) Grant
Date(2) Estimated Possible
Payouts Under
Non-Equity
Incentive Plan
Awards All Other Stock Estimated
Future Payouts Under Equity
Incentive Plan Awards(3) Awards:
Number of
Shares of
Stock or
Units (#)(3)(4) Grant Date
Fair Value
($)(5) Target
($) Maximum
($) Threshold
(#)(3) Target
(#)(3) Maximum
(#)(3) Paul Maleh CIB 4/11/23 1,100,000 2,002,000 — — — — — RSU 4/11/23 — — — — — 6,016 639,982 PRSU 4/11/23 — — 4,512 9,024 13,536 — 959,973 Daniel Mahoney CIB 4/11/23 375,000 637,500 — — — — — RSU 4/11/23 — — — — — 1,410 149,996 PRSU 4/11/23 — — 1,057 2,115 3,172 224,994 Chad Holmes CIB 4/11/23 375,000 637,500 — — — — — RSU 4/11/23 — — — — — 1,410 149,996 PRSU 4/11/23 — — 1,057 2,115 3,172 — 224,994 Jonathan Yellin CIB 4/11/23 325,000 552,500 — — — — — RSU 4/11/23 — — — — — 1,222 129,996 PRSU 4/11/23 — — 916 1,833 2,749 — 194,995 Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Estimated Future
Payouts Under Equity
Incentive Plan Awards Exercise
or Base
Price of
Option
Awards
($/sh) Grant
Date
Fair
Value
($)(5) Type of
Award(1) Grant
Date(2) Target
($) Maximum
($) Threshold
(#) Target
($ or #) Maximum
($ or #) CIB 4/3/2015 900,000 1,638,000 — — — — — — — OPT 11/12/2015 — — — — — — 26,086 21.52 192,272 RSU 11/12/2015 — — — — — 13,043 — — 280,686 PRSU 11/12/2015 — — 8,695 17,391 21,738 — — — 374,255
CIB
4/3/2015
275,000
500,500
—
—
—
—
—
—
— OPT 11/12/2015 — — — — — — 7,826 21.52 57,683 RSU 11/12/2015 — — — — — 3,913 — — 84,208 PRSU 11/12/2015 — — 2,608 5,217 6,521 — — — 112,270
CIB
4/3/2015
246,444
(3)
364,000
(3)
—
—
—
—
—
—
— OPT 11/12/2015 — — — — — — 7,826 21.52 57,683 RSU 11/12/2015 — — — — — 3,913 — — 84,208 PRSU 11/12/2015 — — 2,608 5,217 6,521 — — — 112,270 "CIB"“CIB” means an annual cash incentive cash bonus that the applicable executive officer was eligible to receive based on fiscal 20152023 performance under our cash incentive plan, (b) "OPT" means a stock option granted under our LTIP and 2006 equity incentive plan, (c) "RSU"“RSU” means a time-vesting restricted stock unit award measured in shares of our common stock granted under our LTIPamended and restated 2006 equity incentive plan, and (d) "PRSU"(c) “PRSU” means a performance-vesting restricted stock unit award measured in shares of our common stock granted under our LTIPamended and restated 2006 equity incentive plan.As discussedsectionform of this proxy statement entitled "Compensationadditional 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 Directorsdividend 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 Executive Officers—Compensation discussionthen dividing the result by our closing stock price on the date the dividend is paid. Dividend units vest on the same dates and analysis—Annual incentive cash bonuses" above,in the annual incentive cash bonus Mr. Lowenstein was eligiblesame relative proportions as the RSUs or PRSUs on which they accrue. All dividend units that were credited to receive forRSUs or PRSUs in fiscal 2015 performance had an additional revenue sourcing component with no target or maximum payment. The target amount2023 will upon vesting be paid in cash. Dividends are, and have been, factored into the grant date fair values reported for Mr. Lowenstein's fiscal 2015 annual incentive cash bonus in the table above equals the $200,000 overall target payment for the components of his cash incentive bonus linked to our overall corporate performanceRSUs or PRSUs, and his subjective individual performance goals, plus a representative payment amount of $46,444 for the revenue sourcing component of the award, determined based on the revenue sourced by Mr. Lowenstein in fiscal 2014. The maximum amount reported for Mr. Lowenstein's annual incentive cash bonus in the table above is the maximum overall payment for the components of his cash incentive bonus linked to our overall corporate performance and his subjective individual performance goals. The revenue sourcing component of Mr. Lowenstein's fiscal 2015 annual incentive cash bonus isthus dividend units are not included in the maximum amount reported in the table above because the component had no pre-determined maximum, as there was no pre-determined limit on the revenue that Mr. Lowenstein might source in fiscal 2015.20152023 with respect to the vesting in fiscal 20152023 of RSUs or PRSUs granted prior to fiscal 2015 under2023 to our LTIP to ournamed executive officers. These shares are reported in the "Option“Option Exercises and Stock Vested during Fiscal 2015"2023” table below.awards'awards’ performance conditions, and the grant date fair values of stock options were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected life—4.5 years; forfeiture rate—1.1%; expected volatility—39.03%; risk-free interest rate—1.39%; and no expected dividends.conditions.January 2, 2016.December 30, 2023.
Outstanding Equity Awards at End of Fiscal 2015 Option Awards Stock Awards Type of
Award(1) Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) 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
($)(7) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(11) RS — — — — 1,250 (2) 23,313 — — RS — — — — 16,311 (3) 304,201 — — OPT 19,909 — 21.43 11/8/2017 — — — — OPT 19,200 — 21.91 11/14/2018 — — — — OPT 12,973 12,973 (4) 18.48 11/19/2020 — — — — OPT 3,750 11,250 (5) 30.97 11/20/2021 — — — — OPT — 26,086 (6) 21.52 11/12/2022 — — — — RSU — — — — 6,487 (4) 120,983 — — RSU — — — — 5,625 (5) 104,907 — — RSU — — — — 13,043 (6) 243,252 — — PRSU — — — — — — 21,621 (8) 403,232 PRSU — — — — — — 12,500 (9) 233,125 PRSU — — — — — — 21,738 (10) 405,414
OPT
2,088
—
24.11
10/28/2016
—
—
—
— OPT 2,489 — 21.43 11/8/2017 — — — — OPT 2,400 — 21.91 11/14/2018 — — — — OPT 1,621 1,622 (4) 18.48 11/19/2020 — — — — OPT 1,406 4,219 (5) 30.97 11/20/2021 — — — — OPT — 7,826 (6) 21.52 11/12/2022 — — — — RSU — — — — 811 (4) 15,126 — — RSU — — — — 2,110 (5) 39,352 — — RSU — — — — 3,913 (6) 72,978 — — PRSU — — — — — — 2,702 (8) 50,392 PRSU — — — — — — 4,687 (9) 87,413 PRSU — — — — — — 6,521 (10) 121,617
OPT
7,466
—
21.43
11/8/2017
—
—
—
— OPT 9,600 — 21.91 11/14/2018 — — — — OPT 6,486 6,487 (4) 18.48 11/19/2020 — — — — OPT 1,875 5,625 (5) 30.97 11/20/2021 — — — — OPT — 7,826 (6) 21.52 11/12/2022 — — — — RSU — — — — 3,243 (4) 60,482 — — RSU — — — — 2,813 (5) 52,463 — — RSU — — — — 3,913 (6) 72,978 — — PRSU — — — — — — 10,811 (8) 201,625 PRSU — — — — — — 6,250 (9) 116,563 PRSU — — — — — — 6,521 (10) 121,617 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
($)(13) Paul Maleh OPT 16,304 — 44.87 12/18/2027 — — — — OPT 15,173 — 47.45 12/6/2028 — — — — RSU — — — — 2,951(3) 291,706 — — RSU — — — — 4,533(4) 448,087 — — RSU — — — — 5,762(5) 569,574 — — RSU 6,083(6) 601,305 PRSU — — — — 5,312(8) 525,091 — — PRSU — — — — 8,161(9) 806,715 PRSU — — — — — — 11,241(10) 1,111,173 PRSU — — — — — — 13,536(11) 1,338,034 Daniel Mahoney RSU — — — — 3,137(12) 310,092 — — RSU — — — — 491(3) 48,535 — — RSU — — — — 755(4) 74,632 — — RSU 1,350(5) 133,448 — — RSU 1,425(6) 140,861 — — PRSU — — — — 885(8) 87,482 — — PRSU — — — — 1,359(9) 134,337 — — PRSU 2,635(10) 260,470 PRSU — — — — — — 3,173(11) 313,602 Chad Holmes OPT 4,076 — 44.87 12/18/2027 — — — — OPT 4,425 — 47.45 12/6/2028 — — — — RSU — — — — 688(3) 68,009 — — RSU — — — — 1,058(4) 104,583 — — RSU 1,350(5) 133,448 — — RSU 1,425(6) 140,861 — — PRSU — — — — 1,240(8) 122,574 — — PRSU — — — — 1,904(9) 188,210 PRSU — — — — — — 2,635(10) 260,470 PRSU — — — — — — 3,173(11) 313,602 Jonathan Yellin OPT 2,377 — 44.87 12/18/2027 — — — — OPT 2,845 — 47.45 12/6/2028 — — — — RSU — — — — 540(3) 53,379 — — RSU — — — — 831(4) 82,144 — — RSU 1,170(5) 115,655 — — RSU 1,235(6) 122,080 PRSU — — — — 974(8) 96,280 PRSU — — — — 1,496(9) 147,880 PRSU — — — — — — 2,283(10) 225,675 PRSU — — — — — — 2,750(11) 271,788 "RS" means restricted stock granted under our 2006 equity incentive plan, but not our LTIP, (b) "OPT"“OPT” means a stock option granted under our LTIP and amended and restated 2006 equity incentive plan, (c) "RSU"(b) “RSU” means a time-vesting restricted stock unit award, measured in shares of our common stock, granted under our LTIP or amended and restated 2006 equity incentive plan, and (d) "PRSU"(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 2015.2023. 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.(2)shares vestedRSUs will vest on March 23, 2016.(3)5,437 of these shares vested on February 25, 2016, and the remainderDecember 15, 2024.February 25, 2017.(4)stock options or RSUs as applicable, will vest in two equal annual installments beginning on November 19, 2016.(5)These stock options or RSUs, as applicable, will vest in three equal annual installments beginning on November 20, 2016.stock options or RSUs as applicable, will vest in four equal annual installments beginning on November 12, 2016.April 11, 2024.
unvested shares of restricted stock and unvested RSUs are based on the closing market price of our common stock on December 31, 2015,29, 2023, the last trading date of fiscal 2015,2023, of $18.65.maximum number of shares of our common stockPRSUs that can be issued under PRSUshave been earned based on our fiscal 20142021 and 20152022 performance granted on November 19, 2013December 15, 2020 to our executive officers. As further described in this proxy statement above under the heading "Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis—Long-term incentive equityExecutive officer compensation—Performance conditions determined for PRSUs granted in fiscal 2013,"Option exercises and vesting of stock,” on March 7, 2016,3, 2023, our compensation committee determined the number of shares of common stock, or "performance“performance share number,"” that vested for these PRSUs. 50% of each of these performance share numbers vested on the date of that determination, and was paid in shares of our common stock. Thethe remaining 50% of each of these performance share numbers will vest in two equal annual installments on the third and fourth anniversaries of November 19, 2013.December 15, 2020. 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.two.(9)Amountstwo, except that the corresponding vested dividend units will be paid in cash.maximumtarget number of shares of our common stock that can be issued under PRSUs based on our fiscal 20152022 and 20162023 performance granted on November 20, 2014March 10, 2022 to our executive officers. 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“performance share numbers,"” in the first quarter of fiscal 2017.2024. 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 November 20, 2014.March 10, 2022. Vested portions of these performance share numbernumbers are payable, at our election, in cash, shares of our common stock or a combination of the two.(10)Amountstwo, except that the corresponding vested dividend units will be paid in cash.20162023 and 20172024 performance granted on November 12, 2015April 11, 2023 to our executive officers. 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“performance share numbers,"” in the first quarter of fiscal 2018.2025. 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 November 12, 2015.April 11, 2023. Vested portions of these performance share numbernumbers are payable, at our election, in cash, shares of our common stock or a combination of the two.(11)31, 2015,29, 2023, the last trading date of fiscal year 2015,2023, of $18.65, assuming that the maximum number of shares of our common stock issuable under the PRSUs will be issued.$98.85.20152023 and the vesting of our named executive officers' restricted stock awards, time-vesting restricted stock unit awards, or "RSUs,"officers’ RSUs and performance-vesting restricted stock awards, or "PRSUs,"PRSUs during fiscal 2015.2023. For each named executive officer, the number of shares reported as having vested in fiscal 20152023 under the heading "Number“Number of Shares Acquired on Vesting"Vesting” in the table below consists of (i) shares of restricted stock issued to Mr. Maleh under our 2006 equity incentive plan, but not our LTIP, that vested on February 25, 2015 and March 23, 2015, and (ii)(1) shares of our common stock issued under our LTIP and amended and restated 2006 equity incentive plan upon the vesting on November 14, 2015, November 19, 2015March 10, 2023, March 22, 2023, December 5, 2023 and November 20, 2015December 15, 2023 of RSUs issued under our LTIP.held subject to our stock ownership guidelines described in this proxy statement under the heading "Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis—Stock ownership guidelines"Ownership guidelines” above.2015
2023 Option Awards Stock Awards Name Number of
Shares Acquired
on Exercise (#) Value Realized
on Exercise ($) Number of
Shares Acquired
on Vesting (#) Value Realized
on Vesting ($)(1)(2) Paul Maleh 20,000 1,186,133 38,021 4,132,335 Daniel Mahoney — — 8,270 927,311 Chad Holmes 6,000 354,391 8,972 974,490 Jonathan Yellin — — 6,803 740,859 Option Awards Stock Awards Number of
Shares
Acquired
on Exercise
(#) Value
Realized
on Exercise
($) Number of
Shares
Acquired
on Vesting
(#) Value
Realized
on Vesting
($)(1) — — 14,205 368,448 — — 1,409 31,258 — — 3,759 82,724 beforeafter the vesting date: $30.23Vesting Date Closing Market
Price ($) 12/15/2023 99.20 12/05/2023 95.91 04/03/2023 109.55 03/22/2023 107.56 03/10/2023 111.70 03/03/2023 110.48 February 25, 2015; $30.91the 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.23, 2015; $21.6010, 2022 to our executive officers under our LTIP. These PRSUs’ performance criteria were based on November 13, 2015; $22.00our fiscal 2022 and fiscal 2023 average Performance Compensation EBITDA margin (including acquisitions and divestitures)(11) and consolidated non-GAAP cumulative annual net revenue growth (including acquisitions and divestitures).(12) The number of shares of our common stock potentially issuable under each of these PRSUs based on November 19, 2015;the outcome of the PRSU’s performance conditions, or its “performance share number,” ranged from a threshold of 50% of the PRSU’s target payment to a maximum of 150% of the PRSU’s target payment. The threshold, target and $22.54maximum performance share numbers under these PRSUs were based on November 20, 2015.threshold, target and maximum performance of 15%, 17% and 19%, respectively, for our fiscal 2022 and fiscal 2023 Performance Compensation EBITDA margin (including acquisitions and divestitures), and 4%, 8% and 12%, respectively, for our fiscal 2022 and fiscal 2023 consolidated non-GAAP cumulative annual net revenue growth (including acquisitions and divestitures). Based on our consolidated Performance Compensation EBITDA margin (including acquisitions and divestitures) for the performance period of 18.2% and our consolidated non-GAAP cumulative annual net revenue growth (including acquisitions and divestitures) over the performance period of 5.0%, our compensation committee determined that the performance share number payable under each of these PRSUs based on their payment matrix was 96% of the PRSU’s target payment. 50% of each of these performance share numbers vested on March 3, 2024 and were paid in shares of our common stock on that date. The remaining 50% of each of these performance share numbers will vest in two equal annual installments on the third and fourth anniversaries of the grant date. The vesting of any portion of a PRSU’s performance share number is subject to the continued employment of the PRSU’s recipient on the vesting date. Vested portions of a PRSU’s payment share number are payable, at our election, in cash, shares of our common stock granted under our amended and restated 2006 equity incentive plan or a combination of the two.officer'sofficer’s employment with us is terminated in certain circumstances or that we undergo a change in control.2015,2023, each of our named executive officers was eligible to receive an annual incentive cash bonus based on fiscal 20152023 performance under our cash incentive plan. Under this plan, upon the occurrence of a "change of“change in control,"” each of these bonuses is paid out as if the effective date of the change ofin 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 ofin 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."change of control"“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 inofin 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 control;securities representing 50% or (2)more of the combined voting power of our then outstanding securities; or (3) we liquidate or sell substantially all of our assets. As last business day of fiscal 2015, each of our executive officers held unvested stock options issued underpursuant to our amended and restated 2006 equity incentive plan and our LTIP. Each of these stock options 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'sofficer’s death or termination of providing services for us due to disability (as determined by us in our sole discretion).Restricted stock and restricted stock unit agreements2015, Mr. Maleh held unvested shares2023, all of restrictedthe stock grantedoptions issued under our amended and restated 2006 equity incentive plan but not our LTIP,have vested."RSUs,"“RSUs,” issued under our amended and restated 2006 equity incentive plan and our LTIP.plan. Each of these grants is subject to a restricted stock agreement or a restricted stock unit agreement, as applicable.agreement. Each of these agreements provides for the full vesting of all unvested shares of restricted stock or RSUs subject to the agreement on the applicable named executive officer'sofficer’s death or termination of providing services for us due to disability (as determined by us in our sole discretion).2015,2023, each of our named executive officers held unvested performance-vesting restricted stock unit awards, or "PRSUs,"“PRSUs,” issued under our amended and restated 2006 equity incentive plan and our LTIP.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'sofficer’s death or termination of providing services for us due to disability (as determined by us in our sole discretion). For a PRSUan award forPRSU'saward’s performance conditions, or "performance“performance share number,"” has not yet been determined, the amount accelerated is (1) for awards granted prior to December 18, 2017, the prorated target performance share number under the PRSUaward based on the portion of the PRSU'saward’s performance period that has been completed as of the applicable named executive officer'sofficer’s death or disability.disability and (2) for awards granted on or after December 18, 2017, the target performance share number. For a PRSUan award for which the performance share number has been determined, the amount accelerated is the then unvested portion of the performance share number.tableseverance 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”).summarizessummarize 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 December 31, 2015,29, 2023, the last business day of fiscal 2015. This table assumes that the hypothetical change in control would be a "change of control" for purposes of our cash incentive plan and that the applicable annual incentive cash bonuses would neither be assumed nor substituted for in the change in control. This table also assumes that the hypothetical disability would be a disability for purposes of our stock option agreements, restricted stock agreements, restricted stock unit agreements and restricted stock unit for performance agreements.
with a Change in Control as of 12/31/2015
December 29, 2023 Salary
($)(3) Target
Incentive
Bonus
($)(4) Cash
Management
Performance
Award
($)(5) Restricted
Stock Units
($)(6) Performance
Restricted
Stock Units
($)(7) Total Payment
Upon
Termination
($) Paul Maleh 1,841,040 2,200,000 1,100,000 3,242,478 2,003,195 10,386,713 Daniel Mahoney 491,040 375,000 375,000 947,873 469,538 2,658,451 Chad Holmes 491,040 375,000 375,000 757,685 469,538 2,468,263 Jonathan Yellin 491,040 325,000 325,000 617,417 406,867 2,165,324 Management
Performance
Award
($)(1) Stock
Options
($)(2) Restricted
Stock
($)(3) Restricted
Stock Units
($)(4) Performance
Restricted
Stock Units
($)(5) Total Payment
upon Termination
or Change in
Control ($) 900,000 — — — — 900,000 — 2,205 327,513 469,141 415,839 1,214,698
275,000 — — — — 275,000 — 276 — 127,454 75,290 203,020
200,000 — — — — 200,000 — 1,103 — 185,922 207,929 394,954 20152023 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 7, 2016,3, 2024, and are reported above in the "Summary“Summary Compensation Table for Fiscal 2015"Table” under the heading "Non-Equity“Non-Equity Incentive Plan Compensation."(2) spread value of the full acceleration of vesting of stock optionsRSUs, and PRSUs for which the performance conditions had been determined prior to the end of fiscal 2023, 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 2015.2023. These unvested stock optionsRSUs and PRSUs are reported as awards of type "OPT"“RSU” and “PRSU” in the "Outstanding“Outstanding Equity Awards at End of Fiscal 2015"2023” table above under the heading "Number of Securities Underlying Unexercised Options (#) Unexercisable." The value of this acceleration is based on the applicable stock option's exercise price and the closing market price of our common stock on December 31, 2015, the last business day of fiscal 2015, of $18.65.(3)Amounts represent the value of the full acceleration of vesting of shares of restricted stock granted under our 2006 equity incentive plan and held by the applicable executive officer as of the last business day of fiscal 2015. These unvested shares of restricted stock are reported as awards of type "RS" in the "Outstanding Equity Awards at End of Fiscal 2015" table above under the heading "Number“Number of Shares or Units of Stock That Have Not Vested."” The value of this31, 2015,29, 2023, the last business day of fiscal 2015,2023, of $18.65.
Within 12 Months of a Change in Control as of December 29, 2023 Salary
($)(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 2,291,040 2,750,000 1,100,000 3,242,478 2,003,195 11,386,713 Daniel Mahoney 716,040 562,500 375,000 947,873 469,538 3,070,951 Chad Holmes 716,040 562,500 375,000 757,685 469,538 2,880,763 Jonathan Yellin 716,040 487,500 325,000 617,417 406,867 2,552,824 2015.2023. These unvested RSUs and PRSUs are reported as awards of type "RSU"“RSU” and “PRSU” in the "Outstanding“Outstanding Equity Awards at End of Fiscal 2015"2023” table above under the heading "Number“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 December 31, 2015,29, 2023, the last business day of fiscal 2015,2023, of $18.65.(5)PRSUs granted under our 2006 equity incentive plan and LTIP and held by the applicable executive officer as of the end of fiscal 2015 with performance periods consisting of fiscal 2014 and fiscal 2015,2022/2023 PRSUs, assuming target performance and (2) 50%the full acceleration of PRSUs granted under our 2006 equity incentive plan and LTIP and held by the applicable executive officer asvesting of the end of fiscal 2015 with performance periods consisting of fiscal 2015 and fiscal 2016,2023/2024 PRSUs, assuming target performance. These unvested PRSUs are reported as awards of type "PRSU" in the "Outstanding Equity Awards at End of Fiscal 2015" table above under the heading "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested." The value of this acceleration was determined based on the closing market price of our common stock on December 31, 2015,29, 2023, the last business day of fiscal 2015,2023, of $18.65. $98.85. For the 2022/2023 PRSUs and the 2023/2024 PRSUs, for which the performance period determination had not yet been made as of December 30, 2023, the performance period is truncated so that it ends on December 30, 2023, and we have assumed that the board of directors has determined in good faith that target level performance has been achieved for purposes of this table. As a result, the value has been determined based on assumed target performance measured over the truncated performance period by multiplying the amount determined by the percentage of the performance period that was completed as of immediately prior to the assumed effective date of the assumed change in control. Salary
($) 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 — — — — 3,242,478 2,003,195 5,245,673 Daniel Mahoney — — — — 947,873 469,538 1,417,411 Chad Holmes — — — — 757,685 469,538 1,227,223 Jonathan Yellin — — — — 617,417 406,867 1,024,284 do not include any accelerationrepresent 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 2023, granted under our amended and restated 2006 equity incentive plan and LTIP and held by the applicable executive officer as of the endlast business day of fiscal 2015 with performance periods consisting2023. These unvested RSUs and PRSUs are reported as awards of fiscal 2016type “RSU” and fiscal 2017. These PRSUs would not have accelerated“PRSU” in the “Outstanding Equity Awards at End of Fiscal 2023” 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 December 29, 2023 the last business day of fiscal 2015 because their2023, of $98.85.fiscal 2016with (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 2017, did(y) any individual performance metric applicable to the executive officer deemed achieved at the target level of performance. As a result, the 2022/2023 PRSUs would not beginsettle or vest until afterthe performance determination has been made in early 2024. The table reflects achievement of the 2021/2022 PRSUs, the 2022/2023 PRSUs and the 2023/2024 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 3, 2024, our compensation committee determined the number of shares of common stock, or “performance share number,” that vested for the 2022/2023 PRSUs. Any PRSU or portion thereof that does not vest based on actual performance during the performance period shall be immediately forfeited and cancelled.2015.2023, of $98.85.
CEO Pay RatioJurisdiction Headcount Australia 2 Belgium 26 Brazil 6 Czech Republic 1 France 3 Norway 1 Switzerland 11 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) 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 2020 $ 3,675,532 $ 3,389,943 $ 1,270,450 $ 1,320,399 $ 97.13 $ 110.38 $ 24.5 $ 508.4 Contentscertain 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. 2020 2021 2022 2023 Summary Compensation Table Total for PEO $ 3,675,532 $ 3,838,392 $ 3,794,707 $ 3,584,193 $ (1,500,023) $ (1,500,032) $ (1,599,969) $ (1,599,955) $ 1,441,981 $ 2,343,873 $ 2,568,973 $ 1,611,587 $ 27,129 $ 2,941,351 $ 1,496,205 $ (1,192,497)
year that vested in fiscal year — — — —
prior year awards that vested in fiscal year $ (252,676) $ 1,116,159 $ 406,114 $ (683,871) — — — — Total Adjustments $ (285,589) $ 4,901,351 $ 2,871,323 $ (1,864,736) Compensation Actually Paid $ 3,389,943 $ 8,739,743 $ 6,666,030 $ 1,719,457 2020 2021 2022 2023 Summary Compensation Table Total for Non-PEO NEOs $ 1,270,450 $ 1,169,357 $ 1,281,503 $ 1,194,327 $ (425,005) $ (291,648) $ (358,310) $ 358,323
that are unvested and outstanding $ 493,393 $ 455,721 $ 575,323 $ 360,928 $ 4,742 $ 625,963 $ 337,796 $ (277,697) — — — — $ (23,181) $ 176,658 $ 54,881 $ (134,340) — — — Total Adjustments $ 49,949 $ 966,694 $ 609,690 $ (409,432) Compensation Actually Paid $ 1,320,399 $ 2,136,051 $ 1,891,193 $ 784,896 ![[MISSING IMAGE: bc_capvstsr-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052934/bc_capvstsr-4c.jpg)
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ADVISORY VOTE ON EXECUTIVE COMPENSATIONSecurities Exchange Act, of 1934, which requires that we provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (including in the compensation discussion and analysis, compensation tables and accompanying narrative disclosures). This advisory vote is commonly referred to as a "say-on-pay"“say-on-pay” vote. At the special meeting in lieu of annual meeting of our shareholders held on May 18, 2011,July 13, 2023, a majority of our shareholders voted, on an advisory basis, in favor of our holding say-on-pay votes on an annual basis and, as reported in our current report on Form 8-K filed on May 20, 2011,July 17, 2023, our board of directors has decided to hold a say-on-pay vote every year until the next required advisory vote on the frequency of the say-on-pay vote at the 20172029 annual meeting of our shareholders. Accordingly, our next say-on-pay vote after the special meeting will occur at the 2017 annual meeting of our shareholders (or any special meeting held in lieu thereof)."Compensation“Compensation of Directors and Executive Officers—Compensation discussion and analysis—Executive summary"summary” above, we seek to closely align the interests of our executive officers with the interests of our shareholders. Our compensation committee has carefully designed our executive officer compensation program to provide competitive compensation to our executive officers that rewards them for the achievement of short-term and long-term strategic and operational goals, and the achievement of increased total shareholder return, while at the same time avoiding encouraging unnecessary or excessive risk-taking. We encourage you to carefully review the compensation discussion and analysis above for a complete discussion of the factors underlying the structure of our executive officer compensation program.specialannual meeting will be necessary to approve this proposal.resolution at the specialannual meeting: "VOTED,29, 2016,26, 2024, pursuant to Item 402 of Regulation S-K (including in the compensation discussion and analysis, compensation tables and accompanying narrative disclosures) be, and it hereby is, approved."January 2, 2016,December 30, 2023, regarding shares authorized for issuance under our equity compensation plans, including individual compensation arrangements.2015
2023Plan category Number of shares
to be issued upon
exercise of
outstanding options,
warrants and rights (#)
(a) Weighted-average
exercise price of
outstanding options,
warrants and rights ($)
(b) Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in column (a)) (#)
(c) Equity compensation plans approved by shareholders 160,488(1) 46.15(2) 873,104(3) Equity compensation plans not approved
by stockholders — — — Total 160,488(1) 46.15(2) 873,104(3) Number of shares
to be issued
upon exercise
of outstanding
options, warrants
and rights (#)
(a) Weighted-average
exercise price
of outstanding
options, warrants
and rights ($)
(b) Number of shares
remaining available for
future issuance under
equity compensation
plans (excluding
shares reflected
in column (a)) (#)
(c) 1,755,275 (1) 23.00 (2) 262,434 (3) 150,000 (4) 50.00 50,000 (4) 1,905,275 26.36 312,434 (3) (x) the following equity awards granted under our shareholder approved amended and restated 2006 equity incentive plan and outstanding as of the end of fiscal 2015: 1,044,2782023: 45,200 shares underlying stock option awards, 251,97060,891 shares underlying time-vesting restricted stock unit awards, and 446,52720,516 shares underlying performance-vesting restricted stock unit awards (assuming targetfor which the performance will be achieved)conditions had been determined as of the end of fiscal 2023, and 33,881 shares underlying performance-vesting restricted stock unit awards for which the performance conditions had not been determined as of the end of fiscal 2015, and (y) 12,5002023 (assuming target performance will be achieved). The number of shares underlying performance-vesting restricted stock options granted under our shareholder approved 1998 incentive and nonqualified stock option plan and outstandingunit awards for which the performance conditions had not been determined as of the end of fiscal 2015. The number of shares underlying these performance-vesting restricted stock unit awards assuming2023 (assuming that their highest level of performance will be achievedachieved) is 558,159.1,056,77845,200 stock options reported in column (a).(in the top row of the table) or includes (in the bottom row of the table) 50,657661,327 shares of common stock reserved for future issuance under our amended and restated 2006 equity incentive plan and 211,777 shares of common stock reserved for future issuance under our 1998 employee stock purchase plan, which is a tax-qualified plan under Section 423 of the Internal Revenue Code.(4)Amount reported consists of shares underlying stock options granted (in the first column of the table) or available (in the last column of the table) under our 2009 nonqualified inducement stock option plan, which is not a shareholder approved plan. Additional details on our 2009 nonqualified inducement stock option plan can be found in note 11, "Share Based Compensation," to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2016.
firm's board of directors appointed an audit committee to, among other things, monitor the integrity of our firm'sthe Company’s consolidated financial statements, our firm's system of internal controls, and the independence and performance of our firm's internal auditors andits independent registered public accountants. The audit committee also selects our firm'sthe Company’s independent registered public accountants. The audit committee is governed by a written charter adopted by our firm's board of directors. A current copy of the audit committee charter is available through the Investor Relations page of our website atwww.crai.com. Thecurrently consistsconsisted of three non-employee directors. Each member of the audit committee is "independent"or was “independent” within the meaning of the rules of the NASDAQNasdaq Stock Market. firm's management is responsible for the firm'sCompany’s financial reporting process, including its system of internal controls, and for the preparation of the firm'sCompany’s consolidated financial statements in accordance with generally accepted accounting principles. Our firm'sThe Company’s independent registered public accountants are responsible for auditing those financial statements. Our responsibility is to monitor and review these processes. However, we are not professionally engaged in the practice of accounting or auditing and are not experts in the field of accounting, auditing or auditor independence.auditing. We have relied, without independent verification, on the information provided to us and on the representations made by our firm's management and independent registered public accountants.Ernst & YoungGrant Thornton LLP, or "EY,"“GT,” our firm's independent registered public accountants for fiscal 2015,2023, the overall scope and plans for their audit of our firm's consolidated financial statements for fiscal 2015.2023. We met with them, with and without our firm's management present, to discuss the results of their audits and their evaluations of our firm's internal controls and the overall quality of our firm's financial reporting. We reviewed and discussed our firm's audited consolidated financial statements for fiscal 20152023 with our firm's management and independent registered public accountants.during the course of fiscal 2015, our firm's management completed the documentation, testing and evaluation of our firm's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. We were kept apprised of the progress of this evaluation and provided oversight to our firm's management during the process. In connection with this oversight, we received periodic updates provided by our firm's management and EY at each appropriate scheduled audit committee meeting. At the conclusion of the process, our firm's management provided us with, and we reviewed, a report on the effectiveness of our firm's internal control over financial reporting. We also reviewed the report of our firm's management contained in our firm's annual report on Form 10-K for the fiscal year ended January 2, 2016,December 30, 2023, filed with the SEC, as well as EY'sGT’s Report of Independent Registered Public Accounting Firm included in our firm'sthe Company’s annual report on Form 10-K for the fiscal year ended January 2, 2016December 30, 2023 related to its audit of (i) our firm's(1) the Company’s consolidated financial statements and (ii)(2) the effectiveness of our firm'sthe Company’s internal control over financial reporting. We continue to oversee our firm's efforts related to its internal control over financial reporting and our firm's management's preparations for the evaluation in fiscal 2016. We discussed with our firm'sthe Company’s independent registered public accountants the matters required to be discussed by Statement of Auditing StandardsStandard No. 16,Communication1301, Communications with Audit Committees,, as adopted by the Public Company Accounting Oversight Board, including a discussion of our firm'sthe Company’s accounting principles, the application of those principles, and the other matters we were required to discuss with our firm'sthe Company’s independent registered public accountants under generally accepted auditing standards. In addition, we received from our firm'sthe Company’s independent registered public accountants a letter containing the written disclosures required by applicable requirementsstandards of the Public Company Accounting Oversight Board and discussed the disclosures with them, as well as other matters relevantfirm's management and our firm.the Company. In evaluating the independence of our firm'sthe Company’s independent registered public accountants, we considered the fact that all audit-related services, tax services and other services for fiscal 20152023 were pre-approved by the audit committee, which determined that such services would not impair the independence of the auditor and are consistent with the Securities and Exchange Commission'sCommission’s rules on auditor independence.our firm'sthe Company’s audit committee charter, we recommended to our firm's board of directors that our firm'sthe Company’s audited consolidated financial statements for fiscal 20152023 be included in our firm'sthe Company’s annual report on Form 10-K for fiscal 20152023 filed on March 4, 2016.February 29, 2024.
Richard Booth (Chair)
Robert Holthausen
Alva Taylor
Karen KeenanThe audit committeeRobert Holthausen (Chair)William ConcannonNancy HawthorneErnst & YoungGrant Thornton LLP or "EY," to be our independent registered public accountants for our fiscal year ending December 31, 2016.NASDAQNasdaq Stock Market, appointment of our independent registered public accountants is the direct responsibility of our audit committee. Our audit committee has reappointed EY as our independent registered public accountants for our fiscal year ending December 31, 2016. appointment.appointment of Grant Thornton as our auditors for the fiscal year ending December 28, 2024. If our shareholders do not ratify the appointment of EY,Grant Thornton, our audit committee may, but is not required to, reconsider its decision. In any case, our audit committee may, in its discretion, appoint new independent registered public accountants at any time during the year if it believes that such change would be in our best interest and the best interest of our shareholders. We expect that representatives of EYGrant Thornton will be present at the specialannual meeting. They will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions from shareholders. Change in independent registered public accountants As reported in the current report on Form 8-K we filed on June 11, 2014, prior to that date our audit committee conducted a competitive process to determine our independent registered public accountants. As a result of this process, on June 6, 2014, we engaged Ernst & Young LLP, or "EY," as our independent registered public accountants. On the same date, we dismissed KPMG LLP, or "KPMG," as our independent registered public accountants, effective immediately. During the two fiscal years ended December 28, 2013 and the subsequent interim period through June 6, 2014, neither we nor anyone on our behalf consulted EY regarding any of the matters referred to in Item 304(a)(2) of Regulation S-K. This change of our independent registered public accountants was approved by our audit committee. During the two fiscal years ended December 28, 2013 and the subsequent interim period through June 6, 2014, there were no: (1) "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) "reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except for a material weakness in our internal control over financial reporting as of our fiscal year ended December 28, 2013. As disclosed in Item 9A of our annual report on Form 10-K for our fiscal year ended December 28, 2013, our president and chief executive officer and our chief financial officer concluded that our internal controls were not sufficiently complete and comprehensive to ensure that our income tax accounting and reporting for income taxes were complete and accurate. Our audit committee discussed this material weakness in our internal control over financial reporting with KPMG, and authorized KPMG to respond fully to the inquiries of EY concerning this material weakness. The audit report of KPMG on our consolidated financial statements as of and for the year ended December 28, 2013 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of KPMG on the effectiveness of internal control over financial reporting as of December 28, 2013 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that KPMG's report indicates that we did not maintain effective internal control over financial reporting as of December 28, 2013 because of the effect of the aforementioned material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that a material weakness related to the accounting and reporting for income taxes has been identified and included in management's assessment. KPMG furnished us with a letter addressed to the Securities and Exchange Commission indicating that it agrees with the foregoing statements, except for certain statements with respect to which KPMG is not in a position to agree or disagree. A copy of this letter was filed as Exhibit 16.1 to the current report on Form 8-K we filed on June 11, 2014. The audit report of EY on our consolidated financial statements as of and for the year ended January 3, 2015 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. As disclosed in our annual report on Form 10-K for our fiscal year ended January 3, 2015, our president and chief executive officer and our chief financial officer concluded that our internal controls were not sufficiently complete and comprehensive to ensure that our accounting and reporting for non-routine compensation arrangements (for example, share-based compensation) were complete and accurate and that there was inadequate and ineffective analysis and review of the documentation and calculations supporting our non-routine compensation arrangements (for example, share-based compensation). The audit report of EY on the effectiveness of internal control over financial reporting as of January 3, 2015 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that EY's report indicates that we did not maintain effective internal control over financial reporting as of January 3, 2015 because of the effect of the aforementioned material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that a material weakness related to the accounting and reporting for non-routine compensation arrangements (for example, share-based compensation) has been identified and included in management's assessment. the proposal Proposal Three to ratify the appointment by our audit committee of Ernst & YoungGrant Thornton LLP as our independent registered public accountants for fiscal 2016.Ernst & Young LLP, or "EY,"GT, our current registered independent public accountants, for the fiscal years ended January 2, 20162023 and January 3, 2015.fiscal 2022.Fee category Fiscal 2023 Fiscal 2022 Audit fees $ 1,779,847 $ 1,768,385 Audit-related fees $ 15,000 — Tax fees $ 88,500 $ 42,400 All other fees — — Total fees $ 1,883,347 $ 1,810,785 Fiscal 2015 Fiscal 2014 1,903,478 1,529,000 — — 189,407 203,572 1,550 43,328 2,094,435 1,775,900 2015 and2023, GT performed services for us in connection with a registration statement filing. In fiscal 2014, EY2022, GT did not perform any other assurance or related services for us that were reasonably related to the performance of the audit or review of our financial statements, except as disclosed under the heading "Audit fees"“Audit fees” above.2015, EY2023 and fiscal 2022, GT performed tax services that were pre-approved by our audit committee, which determined that such services would not impair the independence of the auditor and were consistent with the Securities and Exchange Commission'sCommission’s rules on auditor independence. In fiscal 2014, certain tax compliance and tax consultation services performed by EY were performed prior to their appointment in June 2014 as our current registered independent public accountants. Subsequent to their appointment as our registered independent public accountants, EY performed tax services in fiscal 2014 that were pre-approved by our audit committee, which determined that such services would not impair the independence of the auditor and were consistent with the Securities and Exchange Commission's rules on auditor independence.2015, we incurred fees related to our subscription to the EY audit2023 and accounting standards research tool. EYfiscal 2022, GT did not perform any other services for us in fiscal 2015 other than those disclosed under the headings "Audit fees"“Audit fees” and "Tax Fees"“Tax fees” above. In fiscal 2014, all other services performed by EY were performed prior to their appointment in June 2014 as our current registered independent public accountants.EYGT for fiscal 20152023 was obtained in reliance on the waiver of the pre-approval requirement permitted by SEC regulations.20172025 annual meeting of our shareholders must be received by us at our executive offices no later than January 24, 201731, 2025 or, if the date of that meeting is more than 30 calendar days before or after July 20, 2017,18, 2025, a reasonable time before we begin to print and send our proxy materials with respect to that meeting.a special meeting in lieu of the 20172025 annual meeting of our shareholders before May 1, 2017,2025, and if we give less than 70 days'days’ notice or prior public disclosure of the date of that special meeting, then the shareholder'sshareholder’s notice must be delivered or mailed to and received at our principal executive offices not later than the close of business on the tenth day after the earlier of (1) the day on which we mail notice of the date of the specialannual meeting and (2) the day on which we publicly disclose the date of the specialannual meeting. If we hold the 20172025 annual meeting of our shareholders on or after May 1, 2017,2025, in order to bring an item of business before the meeting in accordance with our by-laws, a shareholder must deliver the requisite notice of that item of business to us between January 31, 2017February 4, 2025 and March 2, 2017.
6, 2025. In addition, to comply with universal proxy rules, any notice of a solicitation of proxies in support of director nominees other than our nominees must set forth the information required by Rule 14a-19 under the Exchange Act and be postmarked or transmitted electronically to us at our principal executive office no later than May 19, 2025, or, if the date of the 2025 annual meeting has changed by more than 30 calendar days from the 2024 annual meeting, then by the later of 60 calendar days prior to the date of the 2025 annual meeting or the 1011, 201624, 2024 will receive this proxy statement and our annual report to shareholders, which contains detailed financial information about us. The annual report is not incorporated herein and is not deemed a part of this proxy statement.NNNNNNNNNNNN . NNNNNNNNNNNNNNN C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using![[MISSING IMAGE: px_24craproxy01pg01-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052934/px_24craproxy01pg01-4c.jpg)
example. Pleaseexample.Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q areas.03ZWSB++Proposals — The Board of Directors recommends a vote FOR the listed nominees as Class IIIII Directors A and FOR Proposals 2 and 3. + 1. Election of Directors: For Withhold For Withhold For Withhold 01 - Paul Maleh 02 - William Schleyer 03 - Thomas Avery For Against Abstain ForAgainst Abstain 3:2. To approve, on an advisory basis, the compensation paid to CRA’stoCRA’s named executive officers, as disclosed in the proxy statementproxystatement for the 20162024 meeting of its shareholders. 3.shareholders.3. To ratify the appointment of Ernst & Youngby our audit committee ofGrant Thornton LLP as CRA’sour independent registered publicregisteredpublic accountants for theour fiscal year ending December 31, 2016. Non-Voting Items ChangeendingDecember 28, 2024.1. To consider and vote upon the election of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Special Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Pleasethree Class II Directors:For Against AbstainPlease sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Dategivefull title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. NNNNNNN C 1234567890 J N T 7 7 2box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnual Meeting Proxy CardFor Against AbstainMMMMMMMMMMMMMMMMMMMMMMMM6 1 5 1 MR5 7MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MRANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MRANDC 1234567890 J N TC123456789MMMMMMMMMMMMMMMMMMM000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext1234 5678 9012 345If no electronic voting,delete QR code and control #Δ ≈000001MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 2 7 02BYGB NNNNNNNNN C B A Special Meeting Proxy Card X IMPORTANT SPECIAL MEETING INFORMATION
. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy - CRA International, Inc. ![[MISSING IMAGE: px_24craproxy01pg02-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052934/px_24craproxy01pg02-4c.jpg)
INC. THEINC.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE LISTED IN PROPOSAL 1 AND FOR PROPOSALSFORPROPOSALS 2 and 3. ProxyAND 3.CRA International, Inc.’s Annual Meeting of Shareholders will be held on Thursday, July 18, 2024, at 8:00 A.M. local time at the offices of CRA International, Inc.,located at 200 Clarendon Street, 9th Floor, Boston, Massachusetts 02116Proxy for Special Meeting in lieu of Annual Meeting of Shareholders to be held on July 20, 2016 The18, 2024The undersigned shareholder of CRA International, Inc. (“CRA”), revoking all prior proxies, hereby appoints Paul Maleh and Chad Holmes,Jonathan Yellin, and each of them acting singly, proxies, with full powerfullpower of substitution, to vote all shares of capital stock of CRA that the undersigned is entitled to vote at the Special Meeting in lieu of Annual Meeting of Shareholders of CRA to be held at CRA’s offices in the John Hancock Tower, 200 Clarendon Street, 10th Floor, Boston, Massachusetts, on Wednesday, Thursday,July 20, 2016,18, 2024, beginning at 8:00 a.m., local time, and at any adjournments or postponements thereof, upon the matters set forth in the Notice of Special Meeting in lieu of Annual Meeting dated April 29, 2016, 26, 2024,and the related Proxy Statement, copies of which have been received by the undersigned, and in their discretion upon any business that may properly come before the meeting or any adjournment or postponement thereof. Attendance of theofthe undersigned at the Special Meeting in lieu of Annual Meeting or any adjournment or postponement thereof will not be deemed to revoke this proxy unless the undersigned shall affirmatively indicate the intentiontheintention of the undersigned to vote the shares represented hereby in person prior to the exercise of this proxy. THEproxy.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PROPOSAL, THE SHARES REPRESENTED BY THIS PROXY WILL BEWILLBE VOTED FOR EACH NOMINEE LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3, OR OTHERWISE IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. PleaseDIRECTORS.Please promptly date and sign this proxy and mail it in the enclosed envelope to ensure representation of your shares. No postage need be affixed if mailed in the United States.