Form 4: CRAI CEO Paul Maleh Acquires Dividend Equivalent RSUs

CRA International's President and CEO, Paul A. Maleh, reported the acquisition of additional Restricted Stock Units, primarily dividend equivalents, on December 12, 2025, under a Rule 10b5-1 plan.

Summary

• Paul A. Maleh, President and CEO of CRA International, Inc. (CRAI), reported the acquisition of additional Restricted Stock Units (RSUs) on December 12, 2025.
• These acquisitions primarily represent dividend equivalent rights ("Dividend Units") that accrued on existing unvested RSU grants.
• The acquired Dividend Units will vest on the same dates and in the same relative proportions as the underlying RSUs.
• Following these transactions, Maleh directly beneficially owns 116,545 shares of common stock.
• He also holds various RSU grants totaling 1,962.4555, 2,825.3641, 3,107.3368, 5,453.362, 4,327.6585, and 4,427.372 units, which include the newly acquired Dividend Units.
• Additionally, Maleh holds Nonqualified Stock Options to buy 16,304 shares at $44.87 (granted 12/18/2017, expires 12/18/2027) and 15,173 shares at $47.45 (granted 12/06/2018, expires 12/06/2028).

Sentiment

Score: 7

Explanation: The acquisition of dividend equivalent RSUs by the CEO is generally a positive signal, indicating continued alignment of interests and confidence in the company's future, though it's part of a compensation package rather than an open market purchase.

Positives

• The acquisition of additional RSUs, even if dividend equivalents, by the CEO indicates continued alignment of management's interests with shareholders.
• The transactions were made pursuant to a Rule 10b5-1 plan, demonstrating a pre-arranged, compliant approach to equity compensation.

Negatives

• No immediate cash investment by the CEO, as RSUs are typically granted at a $0 price and these are dividend equivalents.

Future Outlook

The vesting schedules for the newly acquired Restricted Stock Units extend into 2026, indicating future share deliveries to the CEO contingent on continued employment and performance.

Industry Context

This filing reflects standard executive compensation practices within the consulting and professional services industry, where equity awards like RSUs and stock options are common tools to align executive incentives with long-term company performance and shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Nonqualified Stock Options for executive compensation is a common practice across the professional services and consulting industry, aligning with compensation structures seen at firms like Accenture, Deloitte (private, but similar structures), and FTI Consulting.
• The vesting schedules, ranging from two to four equal annual installments, are typical for long-term incentive plans designed to retain key executives and encourage sustained performance.
• The inclusion of dividend equivalent rights (Dividend Units) in RSU grants is also a standard feature, ensuring that RSU holders benefit from dividends declared on common stock before the units fully vest.

Stakeholder Impact

• Shareholders: Increased alignment of CEO's interests with long-term shareholder value through equity awards.
• Employees: Standard executive compensation practices may set a precedent or expectation for other senior management.

Next Steps

• Vesting of various RSU grants will occur on March 10, 2026, April 11, 2026, April 29, 2026, and May 20, 2026.
• Shares from vested RSUs will be delivered to the reporting person as soon as possible after vesting, but no later than two and a half months after the end of the year in which vesting occurs.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation in the form of Restricted Stock Units and existing stock options. While the acquisition of RSUs by the CEO indicates continued alignment with shareholder interests, it does not represent a new cash investment or a significant change in the company's fundamental outlook that would warrant a change in investment recommendation. It's an expected part of an executive's compensation package.

Keywords

CRA International, CRAI, Paul A. Maleh, Restricted Stock Units, RSU, Dividend Units, Stock Options, Insider Trading, SEC Form 4, Executive Compensation, Beneficial Ownership, Rule 10b5-1