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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

CRA INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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CRA INTERNATIONAL, INC.

Notice of Annual Meeting of Shareholders
to be held on July 16, 2026

CRA International, Inc. hereby gives notice that it will hold an annual meeting of shareholders at its offices at 200 Clarendon Street, 9th Floor, Boston, Massachusetts 02116, on Thursday, July 16, 2026, at 8:00 a.m., eastern daylight time. The annual meeting is being held for the following purposes:

To consider and vote upon the election of two Class I directors;

To conduct an advisory vote to approve our executive compensation;

To ratify the appointment by our audit committee of Grant Thornton LLP as our independent registered public accountants for our fiscal year ending January 2, 2027; and

To transact such further business as may properly come before the annual meeting or any adjournment thereof.

Our board of directors has fixed the close of business on Friday, May 22, 2026, as the record date for the determination of our shareholders entitled to receive notice of, and to vote at, the annual meeting and any adjournment thereof. Only shareholders of record on May 22, 2026, are entitled to receive notice of, and to vote at, the annual meeting or any adjournment thereof.

By order of the board of directors,

Jonathan Yellin

Secretary

Boston, Massachusetts
April 24, 2026

YOUR VOTE IS IMPORTANT
Please sign and return the enclosed proxy, whether or not you
plan to attend the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON JULY 16, 2026:
The Proxy Statement and 2025 Annual Report to Shareholders
will be, on or prior to May 29, 2026, available at

www.edocumentview.com/CRAI

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CRA INTERNATIONAL, INC.

200 Clarendon Street
Boston, Massachusetts 02116
(617) 425-3000

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
to be held on July 16, 2026

This proxy statement relates to the 2026 annual meeting of shareholders of CRA International, Inc. (“we,” “us,” “our,” “CRA” or the “Company”). The annual meeting will take place at our Boston offices as follows:

Date:

July 16, 2026

Time:

8:00 a.m.

Place:

CRA International, Inc.
200 Clarendon Street
9th Floor
Boston, Massachusetts 02116

Our board of directors is soliciting proxies for the annual meeting and any and all adjournments of the annual meeting. The shares represented by your properly signed proxy will be voted in accordance with your directions. If you are a registered holder and do not specify a choice with respect to a proposal for which our board of directors has made a recommendation, the shares covered by your signed proxy will be voted as recommended in this proxy statement. We encourage you to vote on all matters to be considered. You may revoke your proxy at any time before it has been exercised.

This proxy statement will be made available to shareholders on or prior to May 29, 2026 on the Internet at www.edocumentview.com/CRAI.

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PROXY STATEMENT

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	Page
ANNUAL MEETING OF SHAREHOLDERS		1
Purpose of the annual meeting		1
Record date		1
Quorum		1
Vote required; tabulation of votes; revocation of proxy		1
Solicitation of proxies		2
Internet access to proxy materials		2
Directions to our offices		2
PROPOSAL ONE: ELECTION OF DIRECTORS		3
CORPORATE GOVERNANCE		4
Overview		4
Executive officers and directors		5
Board and committee meetings		8
Audit committee		9
Nominating and corporate governance committee		9
Compensation committee		10
Executive committee		10
Board leadership structure and role in risk oversight		10
Director candidates and selection process		11
Communications with our board of directors		12
TRANSACTIONS WITH RELATED PERSONS		12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		13
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS		15
Director compensation		15
Director stock ownership guidelines		16
Compensation committee interlocks and insider participation		16
Compensation discussion and analysis		17
Compensation policies and practices as they relate to risk management		32
Executive compensation		33
CEO Pay Ratio		51
Pay Versus Performance Table		52
PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION		56
EQUITY COMPENSATION PLANS		57
REPORT OF THE AUDIT COMMITTEE		58
PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		59
Overview		59
PRINCIPAL ACCOUNTANT FEES AND SERVICES		60
Fees and Services		60
Pre-approval policies and procedures		60
SHAREHOLDER PROPOSALS		61
AVAILABLE INFORMATION		61

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ANNUAL MEETING OF SHAREHOLDERS

Purpose of the annual meeting

At the annual meeting, we will submit the following proposals to our shareholders:

Proposal One: To elect two Class I directors to a three-year term;

Proposal Two: To approve, on an advisory basis, the compensation paid to 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);

Proposal Three: To ratify the appointment by our audit committee of Grant Thornton LLP as our independent registered public accountants for our fiscal year ending January 2, 2027.

Our board of directors does not intend to present to the annual meeting any business other than the proposals described in this proxy statement. Our board of directors was not aware, a reasonable time before making this proxy statement available to our shareholders, of any other business that properly may be presented for action at the annual meeting. If any other business should come before the annual meeting, the persons present will have discretionary authority to vote the shares they own or represent by proxy in accordance with their judgment, to the extent authorized by applicable regulations.

Record date

Our board of directors has fixed the close of business on Friday, May 22, 2026, as the record date for the annual meeting. Only shareholders of record at the close of business on that date are entitled to receive notice of the annual meeting and to vote at the annual meeting. At the close of business on Tuesday, April 21, 2026, 6,461,963 shares of our common stock were issued and outstanding. A list of the shareholders entitled to notice of the annual meeting will be available to shareholders for inspection for the duration of the annual meeting of shareholders.

Quorum

Our by-laws provide that a quorum at the annual meeting consists of a majority in interest of all shares of our common stock issued, outstanding and entitled to vote at the annual meeting. Shares of our common stock represented by a properly signed and returned proxy will be treated as present at the annual meeting for purposes of determining the existence of a quorum at the annual meeting. In general, votes withheld from any nominee for election as director, abstentions, and broker “non-votes” are counted as present or represented for purposes of determining the existence of a quorum at the annual meeting. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner returns a proxy but does not vote on a proposal because the broker or nominee does not have discretionary voting power, and has not received instructions from the beneficial owner, with respect to the proposal.

Vote required; tabulation of votes; revocation of proxy

A plurality of the votes properly cast at the annual meeting will be necessary to elect the two Class I directors to a three-year term.

A majority of the votes properly cast at the annual meeting will be necessary to approve, on an advisory basis, the compensation paid to our named executive officers (as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K) and to ratify the appointment by our audit committee of Grant Thornton LLP as our independent registered public accountants for our fiscal year ending January 2, 2027.

Abstentions and broker non-votes will not be considered when determining whether or not the necessary proportion of votes properly cast at the annual meeting on any proposal was achieved. If you are a registered shareholder and you return an executed proxy with specific instructions 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

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in accordance with the recommendations of our board of directors set forth in this proxy statement. You may revoke your proxy at any time before it has been exercised.

Each share of our common stock outstanding on the record date will be entitled to cast one vote. Our transfer agent, Computershare, will tabulate the votes at the annual meeting.

Solicitation of proxies

Our board of directors is soliciting proxies for the annual meeting and any and all adjournments of the annual meeting. No compensation will be paid by any person in connection with our solicitation of proxies. We will reimburse brokers, banks and other nominees for the out-of-pocket expenses and other reasonable clerical expenses they incur in obtaining instructions from beneficial owners of our common stock. In addition to our solicitation by mail, our directors, officers and other employees may make special solicitations of proxies personally or by telephone, facsimile, courier or e-mail. We expect that the expense of any special solicitations will be nominal, and we will pay all expenses incurred in connection with them.

Internet access to proxy materials

The notice of annual meeting, this proxy statement and our 2025 annual report to shareholders will be, on or prior to May 29, 2026, available on the Internet at www.edocumentview.com/CRAI. This website does not use “cookies” to track or identify visitors to the website.

Directions to our offices

The annual meeting will be held at our offices at 200 Clarendon Street, 9th Floor, Boston, Massachusetts.

For those planning to attend the annual meeting, directions to these offices are below.

•

From Logan International Airport: Follow the signs to Boston through the Sumner Tunnel. Turn right up the entrance ramp onto Expressway I-93 North. Take the Storrow Drive exit on right. Follow Storrow Drive West and take the Copley Square exit on the left. Turn right at the set of lights onto Beacon Street. At the second set of lights, turn left onto Clarendon Street and proceed for five blocks.

•

From Points South via 1-95 and 1-93: Follow I-95 North to Expressway I-93 North. Stay on I-93 through the tunnel and into the financial district. Take the Storrow Drive exit on the right. Follow Storrow Drive West and take the Copley Square exit on the left. Turn right at the set of lights onto Beacon Street. At the second set of lights, turn left onto Clarendon Street and proceed for five blocks.

•

From Western Massachusetts and Points South via the Mass. Pike: Follow Mass. Pike (I-90) East to the Copley Square/Prudential Center exit 133 (old exit 22). Follow the Copley Square exit and take the first left onto Dartmouth Street. Turn right onto Boylston Street. Turn right onto Clarendon Street.

•

From Points North via 1-95 or 1-93: Follow I-95 South to I-93 South. Take exit 18 (old exit 26), North Station/Storrow Drive. Follow Storrow Drive West and take the Copley Square exit on the left. Turn right at the set of lights onto Beacon Street. At the second set of lights, turn left onto Clarendon Street and proceed for five blocks.

•

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 200 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.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Proposal One concerns the election of two Class I directors.

Our board of directors currently consists of eight directors and is divided into three classes. We refer to these classes as Class I, Class II and Class III. The term of one class of directors expires each year at the annual meeting of our shareholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. This year, the term of the Class I directors is expiring.

Accordingly, our board of directors has nominated Richard Booth and Christine Detrick to serve as Class I directors for a three-year term. Our shareholders elected Mr. Booth and Ms. Detrick as Class I directors at our annual meeting of shareholders in July 2023. The current terms of Mr. Booth and Ms. Detrick will expire at the annual meeting. William Concannon, a Class I director, will retire from the board of directors effective as of the adjournment of the 2026 annual meeting and the size of the board of directors will be reduced to seven directors.

Proxies will not be voted at the annual meeting for more than two candidates.

Mr. Booth and Ms. Detrick have agreed to serve if elected, and we have no reason to believe that either of them will be unable to serve. If either of them is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for another nominee designated by our board of directors at that time.

Our board of directors recommends that you vote FOR the election of Mr. Booth and Ms. Detrick.

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CORPORATE GOVERNANCE

Overview

In designing our corporate governance structure, we seek to identify and implement the practices that we believe will best serve the interests of our business and shareholders, including the practices mandated by the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the related rules of the Securities and Exchange Commission and the Nasdaq Global Select Market. You can find our current corporate governance principles, including our code of business conduct and ethics, our statement of corporate governance guidelines, and the charters for the standing committees of our board of directors through the Investor Relations page of our website at www.crai.com. Our code of business conduct and ethics applies not only to our principal executive officer, principal financial officer and principal accounting officer, but also to all of our other officers and employees, directors and outside consultants. Our code of business conduct and ethics includes, among other things, provisions covering compliance with law, rules and regulations, conflicts of interest, insider trading, fair dealing, proper use of our assets, confidentiality, health and safety, discrimination and harassment, accounting and record keeping, and the reporting of illegal or unethical behavior. We intend to continue to modify our policies and practices to address ongoing developments in the area of corporate governance. We discuss many features of our corporate governance principles in other sections of this proxy statement. Some of the highlights of our corporate governance principles are the following:

•

Director and committee independence. With the exception of Mr. Maleh, our president, chief executive officer and chairman of the board, all of our directors (including Mr. Concannon, who is not standing for reelection at the annual meeting, and Mr. Booth and Ms. Detrick, each of whom are standing for election at the annual meeting) are independent directors under the rules of the Nasdaq Global Select Market. Our board of directors has determined that our independent directors under these rules are Drs. Tookes and Taylor, Messrs. Avery, Booth and Concannon, and Mses. Detrick and Keenan. Each member of our audit committee, nominating and corporate governance committee, and compensation committee meets the independence requirements of the Nasdaq Global Select Market for membership on the committees on which he or she serves.

•

Audit committee. Our audit committee is directly responsible for appointing, determining the compensation of, evaluating and, when necessary, terminating our independent registered public accountants. Our independent registered public accountants report directly to our audit committee. Our board of directors has determined that it currently has two audit committee financial experts as defined under the rules of the Securities and Exchange Commission. Our audit committee’s prior approval is required for all audit services and non-audit services (other than de minimis non-audit services as defined by the Sarbanes-Oxley Act) to be provided by our independent registered public accountants. The audit committee has delegated the authority to provide such pre-approval to its chair if the chair determines in good faith that the applicable services would not impair the independence of our independent registered public accountants. Our audit committee is responsible for reviewing and assessing the adequacy of its charter on an annual basis.

•

Compensation committee. Our compensation committee is responsible for recommending to our board of directors our general compensation philosophy and policies, and for reviewing and approving (or recommending to our board of directors for approval) the compensation of our executive officers, directors and other members of our senior management. The compensation committee is also directly responsible for appointing, determining the compensation of, overseeing and evaluating the independence of our compensation consultants. Our compensation committee is responsible for reviewing and assessing the adequacy of its charter on an annual basis.

•

Nominating and corporate governance committee. Our nominating and corporate governance committee is responsible for identifying and recommending to our board of directors individuals qualified to become members of our board of directors, succession planning for our board of directors, and for recommending directors for appointment to the committees of our board of directors. The nominating and corporate governance committee is also responsible for overseeing our corporate governance guidelines and practices, including matters relating to board evaluation and succession planning for our chief executive officer and other senior officers. Our nominating and corporate

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governance committee is responsible for reviewing annually any need for changes in the number, charters, or titles of board committees.

•

Executive committee. Our executive committee has delegated authority to act on behalf of our board of directors in situations arising between regular meetings of our board of directors, with meetings to be called by the chief executive officer. The executive committee is intended to act only when reasonably necessary to expedite the interest of the Company between regularly scheduled meetings of the board of directors, and does not have responsibility for matters that are required by law, regulation or our corporate governance guidelines to be considered by the full board of directors or another committee of the board.

•

Committee authority. Each of our audit committee, nominating and corporate governance committee, and compensation committee has the authority to retain independent advisors and consultants, with all fees and expenses paid by us.

•

Whistleblower procedures. Our audit committee has adopted procedures for the treatment of complaints regarding accounting, internal control over financial reporting or auditing matters, including procedures for the confidential and anonymous submission by our directors, officers, employees and outside consultants of concerns regarding questionable accounting, internal control over financial reporting or auditing matters.

Executive officers and directors

Set forth below are the names and certain information with respect to each of our directors, nominees for director and executive officers as of April 21, 2026:

Name	Age	Position
Paul Maleh	62	President, chief executive officer and chairman of the board
Eric Nierenberg*	51	Executive vice president, chief financial officer and treasurer
Chad Holmes**	53	Executive vice president and chief corporate development officer
Jonathan Yellin	62	Executive vice president and general counsel
Brian Langan***	46	Executive vice president and chief strategy and business transformation officer
Thomas Avery	72	Director
Richard Booth	56	Director
Christine Detrick	67	Director
Karen Keenan	63	Director
Alva Taylor	65	Director
Heather Tookes	52	Director

Dr. Nierenberg was appointed to executive vice president, chief financial officer and treasurer, effective August 2025.

Mr. Holmes assumed the role of interim chief financial officer and treasurer following the departure of Daniel Mahoney, who resigned as executive vice president, chief financial officer and treasurer effective April 2025. Mr. Holmes relinquished this role in connection with the appointment of Dr. Nierenberg, effective August 2025.

***

Mr. Langan was appointed to executive vice president and chief strategy and business transformation officer, effective August 2025.

Our board of directors is divided into three classes. The term of one class of directors expires each year at the annual meeting of our shareholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among our directors and executive officers.

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Backgrounds and qualifications of directors

Below we have identified each of our directors by class. In addition, for each director we have included information regarding the director’s business experience, as well as the director’s particular experiences, qualifications, attributes and skills that led our board of directors to conclude that the director should serve as a member of our board of directors.

Directors serving a term expiring at the 2026 annual meeting (Class I directors)

Richard Booth has served as a director since March 2020. From March 2021 to June 2025 he served as chief financial officer of Definitive Healthcare Corp. (Nasdaq: DH), a data analytics company. From April 2015 to March 2021, Mr. Booth served as chief financial officer of Bottomline Technologies, Inc., a financial technology company. From January 2014 to March 2015, Mr. Booth served as vice president of finance and corporate controller at Sapient Corporation. Previously, he held a number of senior finance positions of increasing responsibility at Nuance Communications (Nasdaq: NUAN), a publicly traded software and services firm. Prior to his tenure at Nuance, Mr. Booth held a variety of executive roles at EMC Corporation, Mercer Management Consulting, and Coopers & Lybrand. Mr. Booth is a licensed CPA, and holds an M.B.A. from Stanford University, an M.S. in Taxation from Bentley University, an M.S. in Organizational Development from American University, and a B.S. in Accounting from Pennsylvania State University. Our board benefits greatly from Mr. Booth’s extensive accounting and finance expertise, his knowledge of the consulting and technology industries, and his perspective gained from having served as a business executive and chief financial officer. Our board of directors has determined that Mr. Booth is an audit committee financial expert under the rules of the Securities and Exchange Commission.

Christine Detrick has served as a director since May 2020. From 2002 to 2012, Ms. Detrick served as a director/partner of Bain & Company (“Bain”), as leader of the financial services practice for the Americas, and a senior advisor. Before joining Bain, she served for 10 years at A.T. Kearney, Inc., including as global leader of the Financial Institutions Group, leader of the Eastern U.S., and as a member of the board of management and board of directors. Prior to those roles, she was one of the founding partners of First Financial Partners, a venture capital firm specializing in savings and loan institutions, from 1988 to 1992, and served as the chief executive officer of the St. Louis Bank for Savings. Ms. Detrick also serves on the board of directors of Hartford Mutual Funds, a mutual fund company, including as chair of the board of directors and a member of the nominating and corporate governance committee. Ms. Detrick also serves on the board of directors of Capital One (NYSE: COF), a publicly traded financial institution, serving on the audit and risk committees. From December 2021 to April 2025, Ms. Detrick served on the board of directors of Altus Power, a solar energy company, serving as chair of the board of directors and a member of the executive and nominating and governance committees. Ms. Detrick also served on the board of directors of Reinsurance Group of America (NYSE: RGA), a publicly traded reinsurance company, serving as chair of the nominating and governance committee and a member of the compensation and technology and cyber committees from 2014 to 2022. From 2015 to 2018, Ms. Detrick served on the board of directors of Forest City Realty Trust (NYSE:FCE-A), a publicly traded real estate investment trust, as chair of the compensation committee and a member of the nominating and corporate governance committee. Ms. Detrick received her B.S. in Economics from the Wharton School of the University of Pennsylvania in 1980. Our board benefits greatly from Ms. Detrick’s deep experience as both a director and an executive of financial services and management consulting firms, including as a chief executive officer, corporate board member and committee member.

Directors serving a term expiring at the 2027 annual meeting (Class II directors)

Alva Taylor, Ph.D., has served as a director since August 2022. Dr. Taylor has been a professor since 2000, the faculty director of the Glassmeyer/McNamee Center for Digital Strategies at the Tuck School of Business at Dartmouth College since 2013, and the Senior Associate Dean of Executive Learning since 2025. Dr. Taylor is Dean of all of Tuck’s learning programs focused on applying Tuck’s educational thought leadership to help executives and companies increase their performance and success. The Center for Digital Strategies helps business leaders understand how changes in digital technology impact business strategy and corporate decision making. Dr. Taylor has been recognized for his research in the areas of innovation processes, entrepreneurship, technological change, and strategic decision making in fast-changing

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environments. His recent work explores the challenges of managing creative groups for sustained innovation and entrepreneurship, and how organizational learning takes place in information-rich environments. He teaches courses on strategy, innovation, and change management in Tuck’s flagship MBA, Executive Education, and Master’s in Health Care Delivery Science programs. Dr. Taylor has also served as a board member of the Cardigan Mountain School in Canaan, New Hampshire, since September 2022. Dr. Taylor earned his B.S. and M.S. in Operations Research and Industrial Engineering and his M.B.A. from Cornell University, and earned his Ph.D. from Stanford University. Our board values and has benefited greatly from Dr. Taylor’s expertise in the areas of digital strategy and change management.

Heather Tookes, Ph.D., has served as a director since December 2022. Dr. Tookes currently serves as a finance professor at the Yale School of Management, a leader in business education, and has been on the faculty of the Yale School of Management since 2004. Dr. Tookes also currently serves on the boards of Dimensional Funds (DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., DFA Investment Trust Company, Dimensional Emerging Markets Value Fund, and Dimensional ETF Trust, each of which is a registered investment company), a shareholder of the Company, and Ariel Investments LLC, a registered investment advisor. Since January 2022, Dr. Tookes has served as a director of the Community Foundation of Greater New Haven. From June 2021 to March 2023, Dr. Tookes served as a director of Payoneer Global Inc. (Nasdaq: PAYO), a financial services company. Dr. Tookes has a B.A. in Economics from Brown University and a Ph.D. in Management (Finance) from Cornell University. In addition to being an expert in corporate finance, Dr. Tookes brings a wealth of board experience from having served on a number of nonprofit, private and public company boards.

Karen Keenan has served as a director since January 2024. Ms. Keenan’s 35-year career in financial services has included leadership roles in finance and controls, risk management, regulatory compliance, and business management. Ms. Keenan previously worked at State Street Corporation for 13 years, rising through the bank’s Global Markets Division, which provides investment research and trading services to institutional investors. From 2016 until her retirement in 2020, she served as State Street’s Chief Administrative Officer. Before joining State Street, she served as Chief Financial Officer for Investors Financial Services Corporation for six years. Ms. Keenan is a CPA and since 2020 has served as an independent director on the board of CLS Group Holdings AG, which provides foreign exchange settlement services to member banks. Ms. Keenan has a B.S. in accountancy from Bentley University and an M.B.A. in finance from Babson College. Our board of directors has determined that Ms. Keenan is an audit committee financial expert under the rules of the Securities and Exchange Commission. Our board benefits from Ms. Keenan’s deep experience in finance, controls, and risk oversight, including her service as a chief financial officer and as chief administrative officer of a global financial services institution, which supports the board’s oversight of financial reporting, compliance, and enterprise risk management.

Directors serving a term expiring at the 2028 annual meeting (Class III directors)

Paul Maleh, who joined us in 1989, has served as our president and chief executive officer and as a director since November 2009, and became chairman of our board of directors in July 2020. Mr. Maleh served as our chief operating officer from October 2008 through November 2009, and as our executive vice president from October 2006 to November 2009. Mr. Maleh has also served as a board member of KIPP Massachusetts, a non-profit charter school since September 2022. From December 2006 to January 2009, he served as head of our finance platform. Mr. Maleh also directed our finance practice from 2000 to December 2006 and served as a vice president from 1999 to October 2006. Mr. Maleh received his M.B.A. from Northeastern University. As our chief executive officer, Mr. Maleh brings to our board of directors valuable leadership experience and a deep and thorough understanding of our business and operations, the day-to-day management of our business, and our industry as a whole.

Thomas Avery has served as a director since February 2016. Mr. Avery served as a managing director at Raymond James & Associates from August 2000 to December 2014. Prior to joining Raymond James, Mr. Avery was head of the investment banking group and co-head of the equity capital markets division at Interstate/Johnson-Lane from 1995 to 2000, a general partner at Noro-Moseley Partners from 1989 to 1995, and a general partner at Summit Partners from 1984 to 1989. From 1977 to 1984, Mr. Avery served as senior vice president of The Robinson-Humphrey Company. Mr. Avery has served on the board of directors of ArborGen Inc., a biotechnology tree seedling company, since July 2018. He also serves on the advisory

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board for the Scheller College of Business at the Georgia Institution of Technology, and serves as a director of KIPP Metro Atlanta, a charter school organization serving low-income, minority children in Atlanta, Georgia, as well as PowerUp, a 501(c)(3) organization also serving low-income, minority children in Atlanta, Georgia. Mr. Avery served on the board of directors of Cicero, Inc. from July 2015 to 2020. Mr. Avery has a B.S. in industrial management from the Georgia Institute of Technology and an M.B.A. from Harvard Business School. Our board of directors values Mr. Avery’s significant investment banking and venture capital experience, as well as his deep understanding of the professional services industry.

Backgrounds of executive officers

Below we identify our executive officers (other than Mr. Maleh, our president and chief executive officer, who is our chairman of the board and serves as a Class III director as identified above) and provide a description of their business experience.

Chad Holmes, who joined us in 2004 as part of our acquisition of InteCap, Inc., has served as our executive vice president and chief corporate development officer since 2020. Mr. Holmes previously served as our executive vice president, chief financial officer and treasurer from 2014 through 2020 and served as interim chief financial officer and treasurer from April 2025 to August 2025. He has been a member of our senior management since 2009. Mr. Holmes received his M.B.A. in finance and management and strategy from the Kellogg School of Management at Northwestern University and his B.A. in economics from the University of Notre Dame.

Brian Langan has served as our executive vice president and chief strategy and business transformation officer since August 2025. Mr. Langan previously served as vice president in the Company’s Competition and Labor & Employment group from March 2019 through August 2025, as a manager in the Company’s Financial Planning & Analysis group, and in a number of roles supporting the Company’s senior management team. He joined the Company in 2002 as a consultant in the Antitrust & Competition Economics Practice. Mr. Langan holds a B.A. in Economics and an M.B.A. from Boston College.

Eric Nierenberg has served as our executive vice president, chief financial officer and treasurer since August 2025. Dr. Nierenberg joined the Company’s senior management team as a vice president in 2023. From 2017 to 2022, he served as Chief Strategy Officer for MassPRIM, the Massachusetts state pension fund. Prior to that, he was an equity portfolio manager at LMCG Investments and Independence Investments. Dr. Nierenberg is a Board member of investment funds dedicated to the Hydro-Québec Pension Fund. He also is an adjunct professor of finance at the International Business School of Brandeis University. He started his career as an analyst in the Company’s Finance Practice. Dr. Nierenberg holds a B.A. and M.A. in economics, as well as a Ph.D. in business economics, all from Harvard University.

Jonathan Yellin has served as our executive vice president and general counsel since March 2017. Mr. Yellin has been a member of our senior management since 2004, when he joined us as vice president and general counsel. Prior to joining us, Mr. Yellin was a senior partner in the Insolvency and Restructuring practice at Riemer & Braunstein LLP, from 1999 to 2004. Mr. Yellin received his J.D. cum laude from the University of Miami School of Law in 1988 and his B.A. from The George Washington University, School of Public and International Affairs, in 1985.

Board and committee meetings

During our fiscal year ended January 3, 2026, or “fiscal 2025,” our board of directors met five times and acted by unanimous written consent seven times. During fiscal 2025, each incumbent director attended at least 75% of the total number of meetings held by our board of directors and the committees of our board of directors on which he or she served. To the extent reasonably practicable, directors are expected to attend or participate by teleconference in board meetings, meetings of committees on which they serve and the annual meeting of our shareholders. Last year, all eight individuals then serving as directors attended the annual meeting of our shareholders.

Our board of directors has four standing committees: our audit committee, our nominating and corporate governance committee, our compensation committee and our executive committee. All of the members of our audit committee, our nominating and corporate governance committee, and our

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compensation committee are independent under the rules of the Nasdaq Global Select Market. Our board of directors has adopted written charters for each of these committees, which are available through the Investor Relations page of our website at www.crai.com. Each of our audit committee, our nominating 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.

The membership of each standing committee of our board of directors is as follows:

	Audit committee:			Compensation committee:
	Richard Booth (Chair)			Heather Tookes, Ph.D. (Chair)
	Karen Keenan			Thomas Avery
	Alva Taylor, Ph.D.			William Concannon*
				Christine Detrick
	Nominating and corporate governance committee:			Executive committee:
	Christine Detrick (Chair)			Paul Maleh (Chair)
	William Concannon*			Richard Booth
	Alva Taylor, Ph.D.			William Concannon*
	Heather Tookes, Ph.D.			Christine Detrick

Mr. Concannon will retire from the board of directors effective as of the adjournment of the 2026 annual meeting.

Audit committee

During fiscal 2025, our audit committee was composed of Mr. Booth, Ms. Keenan and Dr. Taylor. Our audit committee provides the opportunity for direct contact between the members of our board of directors and our independent registered public accountants, which report directly to the committee. The committee assists our board of directors in overseeing the integrity of our financial statements; our compliance with legal and regulatory requirements; and our independent registered public accountants’ qualifications, independence and performance. The committee is directly responsible for appointing, determining the compensation of, evaluating and, when necessary, terminating our independent registered public accountants. The committee is also responsible for reviewing and assessing the adequacy of the charter by which it is governed on an annual basis. Our audit committee has adopted procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by our directors, officers, employees and outside consultants of concerns regarding questionable accounting, internal accounting controls or auditing matters. Our audit committee is also responsible for reviewing and, if appropriate, approving related-person transactions. Our board of directors has determined that each of Mr. Booth and Ms. Keenan is an audit committee financial expert under the rules of the Securities and Exchange Commission, and that all of the members of our audit committee are independent under the rules of the Nasdaq Global Select Market. Our audit committee met eight times, and acted by written consent one time, during fiscal 2025.

Nominating and corporate governance committee

During fiscal 2025, our nominating and corporate governance committee was composed of Mr. Concannon, Ms. Detrick, Drs. Taylor and Tookes. Our nominating and corporate governance committee’s responsibilities include providing recommendations to our board of directors regarding nominees for director and membership on the committees of our board of directors, and succession planning for our board of directors. The committee also assists our board of directors in our enterprise risk management by providing recommendations to our board of directors regarding succession plans for our chief executive officer and other senior officers. An additional function of the committee is to develop corporate governance practices for recommendation to our board of directors. The committee is also responsible for reviewing and assessing the adequacy of the charter by which it is governed on an annual basis. Our board of directors has determined that all of the members of our nominating and corporate

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governance committee are independent under the rules of the Nasdaq Global Select Market. Our nominating and corporate governance committee met four times, and acted by written consent one time, during fiscal 2025.

Compensation committee

During fiscal 2025, our compensation committee was composed of Messrs. Avery and Concannon and Ms. Detrick, and Dr. Tookes. Our compensation committee’s responsibilities include providing recommendations to our board of directors regarding the compensation levels of our directors; reviewing and approving, or recommending for approval by our board of directors, the compensation levels of our executive officers; providing recommendations to our board of directors regarding our compensation programs; administering our employee benefit plans, including all incentive compensation plans and equity-based plans; authorizing grants under our stock option plans and other equity-based plans; and authorizing other equity compensation arrangements. The committee is directly responsible for appointing, determining the compensation of, evaluating and, when necessary, terminating our compensation consultant, as well as evaluating the independence of any compensation consultant, legal counsel or other advisor engaged by the committee. The committee is also responsible for reviewing and assessing the adequacy of the charter by which it is governed on an annual basis. Our board of directors has determined that all of the members of our compensation committee are independent under the rules of the Nasdaq Global Select Market. Our compensation committee met eight times, and acted by unanimous written consent five times, during fiscal 2025.

Executive committee

During fiscal 2025, our executive committee was composed of Messrs. Maleh, Booth, Concannon and Ms. Detrick. Our executive committee has delineated authority to act on behalf of our board of directors in situations arising between regular meetings of our board of directors. It is intended that our executive committee will take action only when reasonably necessary to expedite our interests between regularly scheduled board meetings. Our executive committee did not meet during fiscal 2025.

Board leadership structure and role in risk oversight

Mr. Maleh, our president and chief executive officer, serves as the chairman of our board of directors, and Mr. Concannon has served as our independent Lead Director. In light or Mr. Concannon’s retirement from the board of directors, our board elected Christine Detrick as the new independent Lead Director, effective as of the adjournment of the 2026 annual meeting. Our board has determined that this leadership structure is appropriate for the Company because it enables Mr. Maleh to bring to our board of directors valuable leadership experience, a deep and thorough understanding of our business operations and day-to-day management, which facilitates efficient decision-making and effective execution of our strategic initiatives. Our independent Lead Director coordinates all activities of the independent directors, helps facilitate our board’s oversight and shareholder responsibilities, and acts as a liaison between Mr. Maleh and the other independent directors. This structure allows us to benefit from Mr. Maleh’s strategic vision and leadership while maintaining robust independent oversight through our independent Lead Director role and predominantly independent board.

Our management is responsible for the day-to-day management of the risks that we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of our enterprise risk management. In its risk oversight role, our board of directors is responsible for satisfying 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 control over

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financial reporting, as well as reviewing and, if appropriate, approving related-person 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’s area of responsibility and, as a general rule, these risks are discussed with, and then reported to our board of directors or the applicable committee of our board of directors by our general 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.

Director candidates and selection process

In evaluating the qualifications of any candidate for director, the nominating and corporate governance committee considers, among other factors, the candidate’s depth of business experience, intelligence, quality of judgment, integrity, familiarity with the legal, regulatory, and business consulting industry, ability to assist in recruiting outside experts and employee consultants, understanding of financial matters, familiarity with the periodic financial reporting process, reputation, level of educational attainment, degree of independence from management, and willingness and ability to serve. The nominating and corporate governance committee also considers the degree to which the candidate’s skills, experience and professional background complement or duplicate those of our existing directors. Among the experiences, attributes, qualities and skills that the nominating and corporate governance committee believes to be necessary for one or more members of our board of directors to possess are familiarity with the segments of the consulting industry in which we compete, substantial experience with the financial reporting process for public companies, and knowledge of the academia of economics. In the case of incumbent directors whose terms are set to expire, the nominating and corporate governance committee also gives consideration to the director’s prior contributions to our board of directors. In evaluating candidates, the nominating and corporate governance committee prefers to retain the flexibility to consider each candidate’s overall mix of qualifications, rather than to specify minimum qualifications that each candidate must possess.

Our nominating and corporate governance committee seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the discussions and decisions of our board of directors. In the committee’s evaluation of candidates for director, it considers accomplishments, skills and experience, as well as other factors in light of the current composition of our board of directors and our requirements. In selecting candidates to recommend for nomination as a director, the committee abides by our firm-wide non-discrimination policy.

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 candidate recommendations, 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, including vetting procedures such as background checks, the committee votes on the candidates under consideration and recommends to the full board a slate of director candidates for inclusion in our proxy materials.

Our board also actively monitors the tenure and expected service of each director, considering our statement of corporate governance guidelines and our director retirement policy, under which no director may be nominated as a candidate for reelection as part of the slate of directors that we propose, nor may any person be nominated as a candidate for election, after he or she has reached age 72, unless waived by the board of directors.

The nominating and corporate governance committee considers director candidates recommended by shareholders and uses the same process to evaluate candidates, whether the candidates are recommended by shareholders, directors, management or others. The committee has not adopted any particular method that shareholders must follow to make a recommendation. We suggest that shareholders make recommendations by writing to the chair of our nominating and corporate governance committee, in care

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of our offices, with sufficient information about the recommended candidate and his or her work experience, skills, qualifications for director and references to enable the committee to evaluate the candidacy properly. We also suggest that shareholders make their recommendations well in advance of the anticipated mailing date of our next proxy statement to provide our nominating and corporate governance committee an adequate opportunity to complete a thorough evaluation of the candidacy, including personal interviews. We remind shareholders of the separate requirements set forth in our by-laws for nominating individuals to serve as directors, which are discussed in this proxy statement under the heading “Shareholder Proposals” below.

Communications with our board of directors

Our board of directors has established the following process for shareholders to communicate with it, and this process has been approved by a majority of our independent directors. Shareholders wishing to communicate with our board of directors should send correspondence to the attention of Chairman of the Board, CRA International, Inc., 200 Clarendon Street, T-9, Boston, Massachusetts 02116. The correspondence should include satisfactory evidence that the sender of the communication is one of our shareholders. Satisfactory evidence would include, for example, contemporaneous correspondence from a brokerage firm indicating the identity of the shareholder and the number of our shares held by the shareholder.

Our chairman reviews all correspondence confirmed to be from shareholders and decides whether or not to forward the correspondence, or a summary of it, to our board of directors or a committee of our board of directors. The decision to relay any correspondence to our board of directors or a committee of our board of directors rests entirely within our chairman’s discretion.

Our board of directors believes this process suffices to handle the relatively low volume of communications we have historically received from our shareholders. If the volume of communications increases sufficiently to become burdensome to our chairman, our board of directors may elect to adopt more elaborate screening procedures.

TRANSACTIONS WITH RELATED PERSONS

Review, approval or ratification of transactions with related persons

Under our audit committee’s charter, the committee is responsible for reviewing any proposed related-person transaction, as defined under the rules of the Nasdaq Global Select Market, and, if appropriate, approving the transaction. A copy of our audit committee charter is available through the Investor Relations page of our website at www.crai.com.

We did not engage in any transactions with related persons in fiscal 2025.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At the close of business on April 21, 2026, there were issued and outstanding 6,461,963 shares of our common stock entitled to cast 6,461,963 votes. On April 21, 2026, the closing price of our common stock as reported on the Nasdaq Global Select Market was $156.43 per share.

The following table provides information regarding the beneficial ownership of shares of our common stock as of April 21, 2026 by:

•

each person known to us to be a beneficial owner of more than five percent of our shares of common stock;

•

each of our current directors;

•

each of our director nominees;

•

each of our named executive officers; and

•

all of our current directors and current executive officers as a group.

The persons named in the table below have sole voting and sole dispositive power with respect to the shares listed, except as otherwise indicated. The inclusion of shares in the table below does not constitute an admission of beneficial ownership of such shares. The “Right to acquire” column represents shares of our common stock that may be purchased through the exercise of stock options within 60 days after April 21, 2026. The information in the table is based on information received (including via filings made under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) from or on behalf of the persons named in the table.

	Shares beneficially owned
Name of beneficial owner	Outstanding		Right to acquire		Total		Percent(1)
Principal shareholders(2)
FMR LLC(3)		583,841		—		583,841		9.0%
Neuberger Berman Group LLC(4)		583,280		—		583,280		0.0%
BlackRock, Inc.(5)		501,133		—		501,133		7.8%
Copeland Capital Management, LLC(6)		361,270		—		361,270		5.6%
Directors, director nominees and named executive officers:
Paul Maleh(7)		117,252		31,477		148,729		2.3%
Chad Holmes(8)		46,431		8,501		54,932		*
Jonathan Yellin(9)		15,295		5,222		20,517		*
William Concannon(10)		15,595		—		15,595		*
Thomas Avery(10)		14,339		—		14,339		*
Daniel Mahoney(11)		13,782		—		13,782		*
Richard Booth(10)		8,935		—		8,935		*
Christine Detrick(10)		6,139		—		6,139		*
Alva Taylor(10)		3,383		—		3,383		*
Heather Tookes(10)		2,941		—		2,941		*
Karen Keenan(10)		2,400		—		2,400		*
Eric Nierenberg(12)		—		—		—		*
Brian Langan(13)		—		—		—		*
Directors and executive officers as a group (13 persons)		246,492		45,200		291,692		4.5%

Less than 1%.

(1)

Based on 6,461,963 shares of common stock outstanding at April 21, 2026.

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(2)

In a Schedule 13G/A filed with the SEC on August 12, 2024, The Vanguard Group (“Vanguard”) reported aggregate beneficial ownership of 384,345 shares of common stock, which would constitute approximately 5.49% of all of our shares of common stock. However, in a Schedule 13G/A filed with the SEC on March 26, 2026, Vanguard reported that it beneficially owns 0.0% as of March 13, 2026, following an internal reorganization pursuant to which Vanguard’s beneficial ownership has been disaggregated. In its Schedule 13G/A, Vanguard noted that (i) certain subsidiaries or business divisions of subsidiaries of Vanguard that formerly had, or were deemed to have, beneficial ownership with Vanguard will report beneficial ownership separately (on a disaggregated basis) from Vanguard and (ii) that Vanguard no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions. Accordingly, Vanguard is not included among the 5% beneficial owners presented in the table.

(3)

The number of shares of our common stock beneficially owned by FMR LLC is based solely on information in a Schedule 13G/A filed on February 9, 2024 by FMR LLC and Abigail P. Johnson, in which Abigail P. Johnson reported sole voting power over 0 shares, FMR LLC reported sole voting power over 583,541 shares and each of Abigail P. Johnson and FMR LLC reported sole dispositive power over 583,841 shares. The address for each of FMR LLC and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210.

(4)

The number of shares of our common stock beneficially owned by Neuberger Berman Group LLC, Neuberger Berman Investment Advisers LLC, Neuberger Berman Equity Funds and Neuberger Berman Genesis Fund (collectively the “Neuberger Berman Group”) is based solely on information in a Schedule 13G filed on February 12, 2024 by the Neuberger Berman Group, in which Neuberger Berman Group LLC reported shared voting power over 576,252 shares and shared dispositive power over 583,280 shares; Neuberger Berman Investment Advisers LLC reported shared voting power over 576,132 shares and shared dispositive power over 583,160 shares; and each of Neuberger Berman Equity Funds and Neuberger Berman Genesis Fund reported shared voting power over 389,892 shares and shared dispositive power over 389,892 shares. The address for the Neuberger Berman Group is 1290 Avenue of the Americas, New York, New York 10104.

(5)

The number of shares of our common stock beneficially owned by BlackRock, Inc. is based solely on information in a Schedule 13G/A filed on April 17, 2025 by BlackRock, Inc., in which it reported sole voting power over 493,810 shares and sole dispositive power over 501,133 shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(6)

The number of shares of our common stock beneficially owned by Copeland Capital Management, LLC is based solely on information in a Schedule 13G filed on January 22, 2024 by Copeland Capital Management, LLC, in which it reported sole voting power over 289,168 shares and shared dispositive power over 361,270 shares. The address for Copeland Capital Management, LLC is 161 Washington St, Suite 1325, Conshohocken, Pennsylvania 19428.

(7)

Mr. Maleh is our president, chief executive officer and chairman of the board.

(8)

Mr. Holmes is our executive vice president and chief corporate development officer.

(9)

Mr. Yellin is our executive vice president and general counsel.

(10)

Member of our board of directors.

(11)

Mr. Mahoney was our executive vice president, chief financial officer and treasurer until his departure effective April 2025. Mr. Mahoney’s beneficial ownership of outstanding shares is presented as of his departure date.

(12)

Eric Nierenberg is our executive vice president, chief financial officer and treasurer.

(13)

Brian Langan is our executive vice president and chief strategy and business transformation officer.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director compensation

In fiscal 2025, we paid our non-employee directors, who consist of all our directors other than our chief executive officer, an annual fee of $85,000 for their services as directors. We paid an annual fee of $25,000 to the chair of our audit committee, $20,000 to the chair of our compensation committee, $10,000 to the chair of our nominating and corporate governance committee, and $5,000 to each non-employee director who serves as a member, but not the chair, of any committee for service on each committee above one. We also paid an annual fee of $30,000 to our lead director. In addition, each independent director serving on a committee receives an additional amount equal to $1,500 for each committee meeting attended by such director after the eighth meeting of such committee in a calendar year. In fiscal 2025, none of the committees met more than eight times and, accordingly, no non-employee director received such additional amount. Our board of directors on a regular basis reviews the competitiveness and appropriateness of its director compensation program to ensure that it is aligned with current leading practices and within competitive pay levels. Directors who are employees do not receive separate fees for their service as directors. All of the payments described in this paragraph are made in cash.

Under the terms of our 2006 equity incentive plan (as amended, the “amended and restated 2006 equity incentive plan”), each director who is not employed by, and does not provide independent contractor services as a consultant or advisor to, us or our subsidiaries receives the automatic restricted stock awards described below. We refer to these directors as our “non-employee directors.” Currently, other than Mr. Maleh, all of our directors are non-employee directors. In fiscal 2025, each non-employee director who was reelected or elected as a director at, or whose term as a director continued after the annual meeting of our shareholders, received on the date of the annual meeting of shareholders in 2025, a restricted stock award, vesting in four equal annual installments beginning on the first anniversary of the date of grant, valued at $125,000 based on the closing price of our common stock as of the date of the meeting. Under our amended and restated 2006 equity incentive plan, the value of these automatic grants of restricted stock awards may be changed by our board of directors.

In fiscal 2025, we awarded the following grants to our non-employee directors in accordance with the terms of our amended and restated 2006 equity incentive plan. In connection with the annual meeting of our shareholders held on July 17, 2025, each of Drs. Tookes and Taylor, Messrs. Avery, Booth and Concannon and Mses. Detrick and Keenan received a restricted stock award of 696 shares of our common stock. Our amended and restated 2006 equity incentive plan has an annual limit of 150,000 on the number of shares that may be granted to a single recipient thereunder in a calendar year.

The following table provides information regarding the compensation earned by our non-employee directors in fiscal 2025.

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Non-Employee Director Compensation Table for Fiscal 2025

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)(4)(5)		Total ($)
Thomas Avery		85,000		124,939		209,939
Richard Booth		110,000		124,939		234,939
William Concannon		125,000		124,939		249,939
Christine Detrick		100,000		124,939		224,939
Karen Keenan		85,000		124,939		209,939
Alva Taylor		90,000		124,939		214,939
Heather Tookes		105,000		124,939		229,939

(1)

Includes annual retainer and cash fees for committee service.

(2)

These grant date fair values were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC Topic 718”), excluding the effect of estimated forfeitures, based on the closing market price of our common stock on the date of grant. Additional details on accounting for share-based compensation can be found in note 1, “Summary of Significant Accounting Policies—Share-Based Compensation,” and note 9, “Share-Based Compensation,” to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026.

(3)

Amount reflects the grant date fair value of a restricted stock award made on July 17, 2025, in the case of each non-employee director, in each case under the amended and restated 2006 equity incentive plan.

(4)

As of January 3, 2026, each non-employee director held the number of outstanding unvested shares of restricted stock set forth in the table below.

Name	Shares (#)
Thomas Avery		1,986
Richard Booth		1,986
William Concannon		1,986
Christine Detrick		1,986
Karen Keenan		1,974
Alva Taylor		1,966
Heather Tookes		1,936

(5)

Dividends declared with respect to shares of restricted stock granted to our non-employee directors under our amended and restated 2006 equity incentive plan after July 11, 2018 are not paid until the underlying shares of restricted stock become vested. These dividends are, and have been, factored into the grant date fair values reported for the shares of restricted stock on which they are paid.

Director stock ownership guidelines

The current policy of our board of directors is that our non-employee directors should acquire and obtain shares of our common stock (whether or not vested) with an aggregate value equal to at least 300% of the director’s annual fee ($85,000 in fiscal 2025) for serving on our board of directors. If a non-employee director has not achieved, or is not maintaining this threshold, the director is required to hold 50% of the total shares of our common stock received by him or her upon the vesting of shares of restricted stock, net of any shares sold to cover tax withholding. All of our directors currently meet our stock ownership guidelines.

Compensation committee interlocks and insider participation

During fiscal 2025, the members who served on our compensation committee were Messrs. Avery and Concannon, Dr. Tookes and Ms. Detrick. None of these members was one of our officers or employees

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during fiscal 2025, and none of these members is one of our former officers. None of these members had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves (or served during fiscal 2025) on the board of directors or compensation committee of an entity that has one or more executive officers serving (or who served during fiscal 2025) on our board of directors or compensation committee.

Compensation discussion and analysis

This compensation discussion and analysis provides a detailed description of our executive compensation objectives, practices and programs, as well as the means by which our compensation committee determines executive compensation under those programs. This compensation discussion and analysis focuses on the compensation of our executive officers for fiscal 2025, who were:

•

our president, chief executive officer and chairman of the board, Paul Maleh;

•

our executive vice president, chief financial officer and treasurer, Eric Nierenberg, effective August 2025;

•

our executive vice president, chief financial officer and treasurer, Daniel Mahoney, until his resignation effective April 2025;

•

our executive vice president and chief corporate development officer, Chad Holmes, who additionally assumed the role of interim chief financial officer and treasurer from April 2025 to August 2025;

•

our executive vice president and general counsel, Jonathan Yellin; and

•

our executive vice president and chief strategy and business transformation officer, Brian Langan, effective August 2025.

These executive officers are sometimes referred to as our “named executive officers.”

As used below, the terms “senior corporate leaders,” “practice leaders” and “key revenue generators” refer to the following groups of our employees:

•

senior corporate leaders: our executive officers and other senior-level corporate leaders;

•

practice leaders: our senior employee consultants who lead our practice groups; and

•

key revenue generators: our senior and other employee consultants who generate a high level of revenue for us.

Executive summary

Executive officers

We seek to align the compensation we pay our executive officers with the interests of our shareholders.

Our executive officers’ total compensation each fiscal year is generally comprised of a mix of base salary and a much larger portion of variable at-risk compensation consisting of annual incentive cash bonuses, long-term incentive equity awards and, in some cases, long-term incentive cash awards. This mix of fixed and variable at-risk compensation is designed to create competitive compensation packages that reward our executive officers for achieving our long-term and short-term business objectives, including increasing our growth, profitability and shareholder value, without encouraging unnecessary or excessive risk-taking.

Our LTIP and amended and restated 2006 equity incentive plan

We believe that the equity and cash awards granted under our long-term incentive program, or “LTIP,” are the foundation of our overall pay-for-performance compensation program for our senior corporate leaders, practice leaders and other key revenue generators. These awards serve to motivate high levels of performance, recognize these employees’ contributions to our success, and encourage them to support our long-term growth and profitability, thereby aligning their interests with the interests of our shareholders. We

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conduct our business in a very competitive environment. In order to remain competitive, we must be able to recruit and employ top-flight corporate officers and employee consultants who have abundant talent, demonstrated skills and experience, and, as to employee consultants, the ability to become key revenue generators for us. In addition, we must be able to retain our senior corporate leaders, practice leaders and other key revenue generators. We believe that the awards granted under the LTIP are vital parts of the compensation that we must provide in order to achieve those goals.

Although the LTIP has historically been focused on equity awards, and the executive officers’ entire LTIP is in equity, constraints on the number of shares available under our amended and restated 2006 equity incentive plan resulted in cash awards playing a more prominent role in the LTIP for the senior leaders consisting of our group and practice leaders. In this regard, while seeking to continue to align our group and practice leaders’ compensation with our performance, growth and profitability, our compensation committee split their LTIP compensation between restricted stock units and LTIP-based cash awards, 30% and 70%, respectively. Our key revenue generators received only LTIP cash awards for the past several fiscal years, as well as in fiscal 2025, and will likely continue to receive only LTIP cash awards for the foreseeable future. Our compensation committee continues to review the feasibility of this plan.

Statement of Shares issued under the French Sub-plan pursuant to Section L. 225-197-4 of the French Commercial Code

Our French Sub-plan included in the amended and restated 2006 equity incentive plan requires us to report a statement of shares issued under the French Sub-plan at each annual shareholder meeting. As of April 21, 2026, we have not issued any shares of our common stock under the French Sub-plan.

Compensation program highlights

The table below discusses the material features of our compensation programs.

Compensation Program Highlights
Practice			Highlights
Pay for Performance			• Annual Incentive Cash Bonuses. The annual incentive cash bonuses our executive officers are eligible to receive are tied to the achievement of objective financial goals and individual strategic goals tailored to the executive officer.
			In fiscal 2025, the target payments of annual incentive cash bonuses constituted over 48% of the target cash compensation of our executive officers.(1)
			• Performance-Based LTIP Awards. The equity and cash awards granted under our LTIP include performance-vesting restricted stock units (“PRSUs”) and performance-based cash awards, with vesting tied to the achievement of objective financial goals over one or more fiscal years.
			• NEO Salary. Our performance is one of the primary factors considered by our compensation committee in determining the salaries of our executive officers, including our chief executive officer.
			• Risk Mitigation. To further ensure that payment under our executive compensation packages is commensurate with our performance, these packages have the features discussed in the “Risk Mitigation” section below.

(1)

Target cash compensation includes salary and target annual incentive cash bonuses for 2025 fiscal year performance.

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Compensation Program Highlights
Practice			Highlights
Use of Variable, At-Risk Compensation			• The compensation packages granted to our executive officers include a significant percentage of variable at-risk compensation, including equity awards, the value of which after granting fluctuates with the performance of our common stock, and cash and equity awards with performance objectives that are tied to our performance.
			In fiscal 2025, variable, at-risk compensation(2) comprised approximately 69% of the target total compensation of our executive officers.(3)
Retention			• The stock options, time-vesting restricted stock units (“RSUs”), and PRSUs granted under our LTIP to our named executive officers vest over at least 4 years, with the first tranche vesting no earlier than the first anniversary of the date of grant.
			• Minimum First-Year Vesting Tranche. All awards under our amended and restated 2006 equity incentive plan are granted with a minimum one-year vesting period, subject to a carve out for up to 5% of the shares issuable under the plan.
			• Dividends. The dividend equivalent rights that accrue with respect to the RSUs and PRSUs granted under our amended and restated 2006 equity incentive plan are subject to vesting on the same terms as the underlying award, and thus cannot be paid or otherwise settled until the underlying award has vested. The plan prohibits the payment of dividends or the accruing of dividend equivalent rights on stock options and stock appreciation rights granted under the plan, and prohibits the payment of dividends, and the settlement of dividend equivalent rights accruing, on unvested full-share awards granted under the plan after July 11, 2018, all as further described below under the heading “Dividends and dividend equivalent rights.”
Shareholder Alignment			• Annual Incentive Cash Bonuses. The fiscal 2025 annual incentive cash bonuses were tied to the achievement of equally weighted net revenue and profitability goals, motivating both top-line and bottom-line growth. For the chief executive officer, chief financial officer, chief corporate development officer, chief strategy and transformation officer and general counsel, the proportions of the target annual incentive bonus tied to these goals were 70%, 50%, 50%, 50% and 50%, respectively.
			• LTIP Equity Awards. The awards that may be granted under our LTIP include equity awards that gain value only as our stock price increases after the date of grant. The grants include PRSUs that are based on revenue growth and profitability measured over a performance period of at least one year. These awards further reinforce our focus on top-line and bottom-line growth.

(2)

Variable, at-risk compensation includes annual incentive cash bonuses for 2025 fiscal year performance, and all LTIP equity awards, measured at target.

(3)

Target total compensation includes target cash compensation as described in footnote 1 above, as well as all LTIP equity awards, measured at target.

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Compensation Program Highlights
Practice			Highlights
Risk Mitigation			• Mix of Compensation. In fiscal 2025, our executive officer compensation contained a mix of salary, annual incentive cash bonuses and long-term incentive equity compensation designed to keep our executive officers motivated without encouraging unnecessary or excessive risk-taking.
			• Performance Award Caps/Committee Discretion. The annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 2025 were subject to maximum payment amounts. The payouts are subject to the discretion of our compensation committee, which can reduce or eliminate the amount paid regardless of performance achieved. These factors mitigate the risk of payments that are not commensurate with our actual performance.
			• Ownership Guidelines. We have ownership requirements for equity awards granted to our executive officers under our LTIP described in the “Ownership Guidelines” section below, which align our executive officers’ long-term financial interests with those of our shareholders.
			• Independent Compensation Consultant. Our compensation committee can seek, and has sought and received, advice regarding the structuring of our compensation programs from an independent compensation consultant.
			• Clawback Policy. We have adopted the compensation recovery policy discussed in the section “Clawback Policy” below.
No Derivatives, Hedging, Short Sales; Limited Pledging			• Our trading policy prohibits transactions in derivatives, hedging or short sales of our common stock.
			• Our trading policy prohibits pledging our common stock without the approval of our chief executive officer or our general counsel.
Acceleration Following Change in Control			• Cash Plan Awards. The annual incentive cash bonuses our executive officers are eligible to receive under our cash incentive plan are accelerated in connection with a change in control only if the awards are neither assumed nor substituted for by the acquirer.
			• Equity Plan Awards. There is no automatic acceleration of equity awards under our amended and restated 2006 equity incentive plan, or under our form agreements for these awards, in connection with a change in control. Acceleration in connection with a change in control of assumed or substituted for equity awards granted under our amended and restated 2006 equity incentive plan is limited to double-trigger acceleration. Acceleration in connection with a change in control of performance awards that are neither assumed nor substituted for is limited to acceleration based on actual performance that is prorated for the portion of the performance period that has been completed. In March 2020 and August 2025, as applicable, we entered into severance agreements with each of our named executive officers, which provide for the acceleration of certain equity awards held by the applicable named executive officer upon termination of his employment by the Company without “cause” or by the executive officer for “good reason” within 12 months

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Compensation Program Highlights
Practice			Highlights
			following a change in control, as described in this proxy statement under the heading “Compensation of Directors and Executive Officers—Executive compensation—Potential payments upon termination or change in control” below.
Clawback Policy			• In response to Nasdaq Global Select Market and SEC rules, our board of directors adopted a policy for the recovery of erroneously awarded compensation, which enables it to seek recoupment of annual or long-term incentive cash or equity compensation (including equity awards granted under our amended and restated 2006 equity incentive plan) from our current or former named executive officers in the event of an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws (excluding restatements resulting from changes to applicable accounting principles).
Ownership Guidelines			• LTIP Awards. The equity awards granted to our executive officers under our LTIP are subject to ownership thresholds, which are set at 400% of annual base salary for our chief executive officer and 300% of annual base salary for each of our other executive officers.
No NEO Tax Gross Ups			• None of our named executive officers has an agreement that provides for any form of tax gross up.
Limited NEO Perquisites			• Except for modest perquisites, our executive officers receive benefits that are comparable to the benefits provided to our other employees and pay costs and taxes on such perquisites on the same basis as other employees.
NEO Severance Agreements			• Each of our named executive officers has a severance agreement with us that provides severance and other benefits in connection with a termination by us without cause or by the named executive officer for good reason with added benefits if such termination is within 12 months of a change in control.

Consideration of the 2025 say-on-pay vote

At the annual meeting of our shareholders held on July 17, 2025, 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, commonly referred to as a “say-on-pay” vote. Our shareholders overwhelmingly approved the compensation of our named executive officers, as over 95% of the shares voted at the annual meeting on the say-on-pay resolution (excluding abstentions and broker non-votes) were voted in favor of it.

As we evaluated our compensation practices and policies for and throughout fiscal 2025, 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 2025 that it has followed since fiscal 2010.

Our compensation committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions.

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Compensation objectives

Our growth and long-term success depend upon our ability to attract and retain talented and highly qualified corporate executives and employee consultants. The main objectives of our compensation programs are:

•

to provide competitive compensation packages that enable us to attract, retain and reward talented and highly qualified corporate executives and employee consultants who will contribute or are contributing to our growth and long-term success;

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to align compensation with the interests 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; and

•

to recognize and reward the achievement of pre-established objective financial and individual performance goals.

We believe these objectives are furthered by the use of compensation packages that include salary, annual incentive cash compensation, long-term incentive equity and/or cash compensation.

Compensation processes and procedures

Role of our compensation committee and chief executive officer

Our compensation committee is responsible for recommending to our board of directors the compensation philosophy and policies that we should follow, particularly with respect to the compensation of members of our senior management. In addition to and among the other duties set forth in this proxy statement under the heading “Corporate Governance—Compensation committee” above, the committee is responsible for:

•

reviewing and approving, or recommending for approval by our board of directors, the compensation of our executive officers, including our chief executive officer;

•

setting, in consultation with management, as applicable, and, if desired by the committee, our compensation consultant, the corporate and individual performance criteria, performance targets and payment formulas of our executive officers’ cash and equity incentive compensation, and overseeing the evaluation of our executive officers in light of those criteria and targets;

•

administering, reviewing and making recommendations to our board of directors with respect to our employee benefit plans, including our incentive cash compensation plans and our equity-based plans; and

•

evaluating whether or not our compensation practices and policies create unnecessary or excessive risks.

When developing recommendations for the compensation of our executive officers other than our chief executive officer, the committee also takes into account recommendations made by our chief executive officer. Our chief executive officer is not permitted to be present when our compensation committee is deliberating on our chief executive officer’s compensation.

Compensation consultant

Our compensation committee has the authority to engage and receive advice from external compensation consultants, with all fees and expenses paid by us. In fiscal 2025, the committee engaged and received advice from Semler Brossy. Semler Brossy reports directly to the committee and provides services only as directed by the committee. Our compensation committee has reviewed Semler Brossy’s policies regarding independence and conflicts of interest and assessed Semler Brossy’s independence. Based on this review and consideration, the committee has determined that Semler Brossy is independent from us and that the services provided to us by Semler Brossy in fiscal 2025 raised no conflicts of interest.

In recent fiscal years, Semler Brossy has advised our compensation committee regarding executive officer and director compensation levels and trends, including the practices of our peers and other companies,

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and the design of our executive officer and director compensation packages, including with respect to the prevalence and structure of financial-related perquisites. Our compensation committee considered this information when setting our named executive officer compensation packages for fiscal 2025.

Although Semler Brossy does not generally participate in meetings of our compensation committee, Semler Brossy may participate, by invitation, in portions of some of the meetings of our compensation committee, including some of the executive sessions without any members of management present. In addition, the chair of our compensation committee and, with respect to the compensation of our other executive officers, our chief executive officer at the direction of our compensation committee may consult, and in fiscal 2025 did consult, with Semler Brossy outside of these meetings.

Setting executive officer compensation and peer groups

In general, our compensation committee is responsible for reviewing and approving, or recommending for approval by our board of directors, the compensation of our executive officers, including our chief executive officer. In fiscal 2025, the compensation of our executive officers was reviewed and approved by our compensation committee. When developing recommendations for the compensation of our executive officers other than our chief executive officer, our compensation committee also took into account recommendations made by our chief executive officer.

To achieve our executive compensation objectives stated above, our compensation committee does not target any particular benchmarks, and instead strives to make decisions concerning executive compensation that:

•

establish incentives that link executive officer compensation to our financial performance and that motivate our executives to attain annual financial targets and long-term strategic goals;

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provide total compensation packages that are competitive among our peers that offer consulting services similar to ours;

•

establish personal objectives that link executive officer compensation to the achievement of goals that correlate to our growth and long-term financial success; and

•

otherwise align the interests of our executive officers and our shareholders.

Although we compete with other consulting firms to acquire top talent and strive to attract and retain our key employees, including our executive officers, our compensation committee does not target any explicit compensation positioning relative to our peers. Instead, peer group information is just one of the factors considered by our compensation committee when establishing the appropriate level of compensation for our executive officers, and the appropriate allocation of their compensation among salary, annual incentive, and long-term incentive compensation and between cash and equity compensation. Other factors considered by our compensation committee include the scope of the executive officer’s role, the executive officer’s individual performance and experience, and our performance.

In setting our executive officer compensation in fiscal 2025 and other recent fiscal years, our compensation committee has also considered the analysis provided by Semler Brossy regarding the compensation being paid by a peer group comprised of the following public professional service firms that are in businesses comparable to ours:

•

FTI Consulting, Inc.

•

Huron Consulting Group Inc.

•

ICF International

•

Exponent Inc.

In setting our executive officer compensation in recent fiscal years, our compensation committee also reviewed data provided by Semler Brossy derived from industry surveys of the compensation of executive officers by companies of roughly the same size as us and data regressed to our level of revenue.

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Executive officer compensation in fiscal 2025

The principal components of our executive officer compensation granted in or for our fiscal year ending January 3, 2026, were cash compensation and 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 2025 performance, as well as individual goals established at the beginning of our fiscal year, under our cash incentive plan. The equity compensation consisted of restricted stock unit awards vesting over four years and performance-vesting restricted stock unit awards based on our fiscal 2025 and fiscal 2026 performance, all of which were granted under our LTIP.

We believe that mixing base salary, annual incentive cash bonuses and long-term incentive equity compensation (with vesting based on time and/or performance) 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, aligns executive compensation with key business priorities, and helps us attract and retain top talent.

Salary

We include base salary in our executive officer compensation packages because we believe it is appropriate for a portion of compensation to be fixed and predictable, and because the use of base salary is consistent with the compensation provided to the similarly situated executives of our peers. Our compensation committee generally fixes the annual base salary of our executive officers at its regularly scheduled meeting in the second fiscal quarter of each year. Each executive officer’s base salary reflects his position, experience, past contributions and potential. Annual changes to an executive officer’s base salary, if any, are based on the committee’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’s role, general economic conditions (such as inflation), and economic forecasts. In determining the base salaries of our executive officers, the committee is also generally mindful of our overall goal of remaining competitive with our peers and retaining our executive officers.

On May 20, 2025, with respect to Mr. Maleh, Mr. Holmes and Mr. Yellin, and on July 16, 2025, with respect to Dr. Nierenberg and Mr. Langan, our compensation committee determined that annual base salary for our executive officers would be as follows: $900,000 for Mr. Maleh, our president and chief executive officer; $500,000 for Mr. Holmes, our executive vice president and chief corporate development officer; $500,000 for Mr. Yellin, our executive vice president and general counsel; $400,000 for Dr. Nierenberg, our executive vice president, chief financial officer and treasurer; and $400,000 for Mr. Langan, our executive vice president and chief strategy and business transformation officer. Mr. Mahoney, our former executive vice president, chief financial officer and treasurer, had an annual base salary of $500,000, as determined by the compensation committee in April 2024.

In determining each of our executive officers’ annual rate of base salary from its fiscal 2024 level, as applicable, the committee considered several factors, including input provided by Semler Brossy, performance of the Company and individual executive officer performance.

One-time cash award

On July 16, 2025, our compensation committee granted Mr. Holmes a one-time cash appreciation award in the amount of $150,000 for his service as interim chief financial officer and treasurer from April 2025 to August 2025.

Annual incentive cash bonuses

In addition to base salary, the cash compensation of our executive officers for fiscal 2025 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 certain performance metrics. The use of these annual incentive cash bonuses permits 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

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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.

The importance of this philosophy to us and our compensation committee is demonstrated by the fact that in fiscal 2025 the target payment amounts under these annual incentive cash bonuses constituted 55% of the target cash compensation of our president and chief executive officer, and over 43% of the target cash compensation of our other executive officers (other than Mr. Mahoney, for whom a fiscal 2025 target annual incentive cash bonus was not established due to his resignation effective April 2025).(4)

Performance criteria and targets of fiscal 2025 annual incentive cash bonuses

On May 20, 2025, with respect to Mr. Maleh, Mr. Holmes and Mr. Yellin, and July 16, 2025, with respect to Dr. Nierenberg and Mr. Langan, 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 2025 performance under our cash incentive plan.

The performance criteria underlying these annual incentive cash bonuses were based on our fiscal 2025 consolidated non-GAAP net revenue, our fiscal 2025 “Performance Compensation EBITDA,” and subjective individual performance goals for fiscal 2025.(5)

The net revenue and earnings performance criteria were weighted equally, with each tied to 35% of the target payment amount of the annual incentive cash 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 other executive officers. 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. Semler Brossy advised our compensation committee in recent fiscal years that this weighting was in line with the practices of our peer group. The performance targets established by our compensation committee in May and July 2025, as applicable, for these objective financial performance criteria were $748.7 million for our fiscal 2025 consolidated non-GAAP net revenue and $144.2 million for our fiscal 2025 Performance Compensation EBITDA.

The subjective individual goals were tied to 30%, in the case of our president and chief executive officer, Mr. Maleh, and 50%, in the case of each of our other executive officers, of the target payment amount of the annual incentive cash bonus. The individual 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.

Payment formulas of annual incentive cash bonuses for fiscal 2025 performance

The target payments for the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 2025 performance were as follows: for Mr. Maleh, $1,100,000 (or approximately 122% of annual base salary); for Mr. Yellin, $400,000 (or approximately 80% of annual base salary); for Mr. Holmes, $475,000 (or approximately 95% of annual base salary); and for each of Dr. Nierenberg and Mr. Langan,

(4)

See footnote 1 for the determination of “target cash compensation.”

(5)

As used here, “Performance Compensation EBITDA” means our consolidated GAAP net income reported in our audited financial statements for fiscal 2025, with the following charges added back: interest expense, net, provision for income taxes, depreciation and amortization, share-based compensation expense, amortization of forgivable loans, and other expense, net, all as additionally adjusted for the further non-GAAP adjustments set forth in the following sentence. The non-GAAP net revenue and Performance Compensation EBITDA metrics used for these annual incentive cash bonuses were also subject to the following additional non-GAAP adjustments: acquisitions, discontinued operations, and extraordinary and special items, each to the extent that they arose during fiscal 2025, and any other adjustments to our publicly reported GAAP results in our earnings releases for fiscal 2025, consistent with past practice.

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$250,000 (or approximately 63% of annual base salary). Mr. Mahoney was not eligible to receive an annual incentive cash bonus for fiscal 2025 due to his resignation effective April 2025.

The amounts to be paid under these annual incentive cash bonuses, which were determined by our compensation committee on May 20, 2025 and July 16, 2025, as applicable, as described under the heading “Amounts paid with respect to fiscal 2025 annual incentive cash bonuses” below, could not exceed a maximum payment amount, mitigating the risk that the incentive cash compensation payable to our executive officers for fiscal 2025 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 each component linked to net revenue or earnings performance criteria was equal to twice that component’s target payment, and (2) the maximum payment of any component linked to individual subjective performance goals was 140% of that component’s target payment. The target and maximum amounts payable under these annual incentive cash bonuses are reported under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” in the “Grants of Plan-Based Awards for Fiscal 2025” table below.

The payment formulas under the components of these annual incentive cash bonuses tied to net revenue and earnings performance criteria increased the payment by 1% of the target payment for each 1% that the achievement of the applicable performance criteria exceeded the applicable performance target (subject to the component’s maximum payment amount), and decreased the payment by 1% of the target payment for each 1% that the achievement 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” 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 2025 performance tied to objective financial performance criteria based on the same rationale.

The payment formula 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 executive officer’s achievement of his individual subjective business goals ranging from one (below expectations) to five (exceeds expectations). For each of Messrs. Maleh, Holmes, Yellin and Langan and Dr. Nierenberg, the formula provided for a payment linearly ranging from (1) 60% to 90% of the target payment, if the applicable executive officer’s individual component weighted-average score ranged from one to two, (2) 90% to 110% of the target payment, if the applicable executive officer’s individual component weighted-average score ranged from two to four, and (3) 110% to the maximum 140% of the target payment, if the applicable executive officer’s individual component weighted-average score ranged from four to five.

Regardless of the amount determined by the payment formula of these annual cash incentive bonuses, our compensation committee retained the ability to reduce or eliminate the amount actually paid in its discretion. This discretion mitigated the risk that the annual incentive cash compensation payable to our executive officers for fiscal 2025 could have been disproportionate to our actual performance. Our compensation committee did not exercise such discretion in fiscal 2025.

Amounts paid with respect to fiscal 2025 annual incentive cash bonuses

On March 2, 2026, 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 2025 performance. These amounts, which are reported in the “Summary Compensation Table” under the heading “Non-Equity Incentive Plan Compensation” in the “Compensation of Directors and Executive Officers—Executive compensation—Summary compensation” section of this proxy statement below, were determined as follows:

•

Component linked to our net revenue. Our fiscal 2025 consolidated non-GAAP net revenue(6) was approximately $751.6 million, or approximately 0.3% below the adjusted performance target for fiscal 2025 of $754.1 million. The compensation committee adjusted the consolidated non-GAAP net

SEC Form DEF 14A filed by CRA International Inc.