Form 4: CRA International Executive Reports Routine Equity Compensation Updates

Jonathan D. Yellin, EVP and General Counsel of CRA International, Inc., filed a Form 4 detailing the accrual of dividend equivalent restricted stock units and his current beneficial ownership of common stock and derivative securities.

Summary

• Jonathan D. Yellin, Executive Vice President and General Counsel of CRA International, Inc. (CRAI), filed a Form 4 on June 17, 2025, reporting changes in his beneficial ownership of company securities.
• The filing indicates the acquisition of additional Restricted Stock Units (RSUs) on June 13, 2025, totaling 1.0734, 1.5439, 1.698, 2.982, 2.3565, and 2.4111 units, which are identified as Dividend Units accruing on existing RSU holdings.
• These Dividend Units vest on various dates, including March 10, 2026, April 11, 2026, April 29, 2026, and May 20, 2026, in single or multiple annual installments.
• Following these transactions, Mr. Yellin beneficially owns 19,073 shares of common stock directly.
• He also holds various tranches of Restricted Stock Units, totaling 396.8697, 570.8296, 627.8333, 1,102.5591, 871.2791, and 891.4111 units, which include the recently accrued Dividend Units.
• Additionally, Mr. Yellin continues to hold Nonqualified Stock Options to purchase 2,377 shares at an exercise price of $44.87 (granted December 18, 2017, expiring December 18, 2027) and 2,845 shares at an exercise price of $47.45 (granted December 6, 2018, expiring December 6, 2028).
• The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: Slightly positive due to increased insider alignment through routine equity compensation accruals, indicating continued commitment and standard compensation practices.

Positives

• The accrual of Dividend Units on existing Restricted Stock Units increases Mr. Yellin's equity stake in CRA International, further aligning his interests with those of shareholders.
• The use of a Rule 10b5-1(c) plan indicates pre-planned transactions, which can enhance transparency and reduce concerns about opportunistic insider trading.

Future Outlook

The document outlines future vesting schedules for Restricted Stock Units, with various tranches vesting in annual installments beginning in March, April, and May of 2026. Nonqualified Stock Options also have future vesting schedules and expiration dates extending to December 2027 and December 2028.

Industry Context

This Form 4 filing is a routine disclosure of insider equity compensation and ownership, common across publicly traded companies. It reflects standard practices for executive incentive alignment through Restricted Stock Units and stock options, which are prevalent in the professional services and consulting industry where CRA International operates.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased equity ownership by a key executive aligns management's interests with shareholder value creation.
• Employees: Reflects standard executive compensation practices, which can influence broader employee incentive structures.

Next Steps

• Continued vesting of Restricted Stock Units according to their respective schedules, with the earliest vesting occurring on March 10, 2026.
• Potential exercise of Nonqualified Stock Options as they vest and approach their expiration dates.

Key Dates

Keywords

CRA International, CRAI, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Options, Equity Compensation, Beneficial Ownership, Rule 10b5-1, Dividend Units