Form 4: CRA International Executive Chad M. Holmes Reports Acquisition of Restricted Stock Units and Updated Holdings

CRA International, Inc. Executive Vice President Chad M. Holmes has reported the acquisition of various dividend-equivalent restricted stock units and updated his beneficial ownership of common stock and stock options.

Summary

• Chad M. Holmes, Executive Vice President, Chief Corporate Development Officer, interim Chief Financial Officer, and Treasurer of CRA International, Inc. (CRAI), filed a Form 4.
• The filing reports his direct beneficial ownership of 44,858 shares of common stock.
• On June 13, 2025, Mr. Holmes acquired additional Restricted Stock Units (RSUs) in the form of 'Dividend Units' across several existing RSU tranches. These Dividend Units accrue when dividends are paid on the Issuer's common stock and vest on the same dates as the underlying RSUs.
• The acquired Dividend Units on June 13, 2025, totaled approximately 11.6093 units.
• Following these acquisitions, his total beneficial ownership of various RSU tranches increased, for example, one tranche now totals 457.2854 RSUs (including 18.2854 Dividend Units) vesting March 10, 2026.
• Other RSU tranches now total 659.3568 RSUs (including 26.3568 Dividend Units), 724.4229 RSUs (including 19.4229 Dividend Units), 1,272.1042 RSUs (including 34.1042 Dividend Units), 820.6233 RSUs (including 10.6233 Dividend Units), and 839.2699 RSUs (including 2.2699 Dividend Units), with various vesting schedules extending into 2026.
• The filing also details existing nonqualified stock options granted in December 2017 and December 2018, with exercise prices of $44.87 and $47.45, respectively, and expiration dates in December 2027 and December 2028.

Sentiment

Score: 7

Explanation: The acquisition of additional Restricted Stock Units (RSUs) by a key executive is generally a positive signal, indicating continued alignment of management's interests with long-term shareholder value. It represents a standard component of executive compensation.

Positives

• The acquisition of Restricted Stock Units (RSUs) and dividend equivalents aligns the executive's interests with long-term shareholder value.
• The RSU structure, including dividend equivalent rights, provides additional units as dividends are paid, further incentivizing long-term holding and company performance.

Future Outlook

The future outlook primarily involves the vesting of the newly acquired Dividend Units and existing Restricted Stock Units (RSUs) on various dates starting in March 2026 and extending through May 2026. Vested RSUs will be delivered as shares or cash, subject to withholding taxes, aligning the executive's compensation with future company performance. Additionally, existing nonqualified stock options have expiration dates in December 2027 and December 2028, allowing for potential future exercise.

Industry Context

This filing is specific to an individual executive's compensation and ownership, not directly indicative of broader industry trends. It reflects standard executive incentive practices within the professional services or consulting industry, where equity compensation, including Restricted Stock Units and stock options, is a common component of remuneration designed to align management incentives with shareholder interests.

Stakeholder Impact

• Shareholders: The RSU grants and dividend equivalents align executive incentives with shareholder interests, potentially leading to better long-term performance. Future share issuance upon RSU vesting could lead to minor dilution.
• Management: The executive receives long-term equity incentives, tying their personal wealth to the company's stock performance.

Next Steps

• Vesting of Restricted Stock Units (RSUs) on various dates starting March 10, 2026, and extending through May 2026.
• Delivery of shares or cash for vested RSUs, subject to withholding taxes.
• Potential exercise of nonqualified stock options before their expiration dates in December 2027 and December 2028.

Key Dates

Keywords

CRA International, CRAI, Chad M. Holmes, SEC Form 4, insider trading, beneficial ownership, restricted stock units, RSUs, stock options, executive compensation, dividend units