Brian Langan
Executive Vice President and Chief Strategy and Business Transformation Officer at CRA INTERNATIONAL
Executive
About Brian Langan
Brian Langan (age 45) is Executive Vice President and Chief Strategy and Business Transformation Officer at Charles River Associates, effective August 4, 2025. He joined CRA in 2002 as a consultant and has held roles in FP&A and senior management support; he was most recently a Vice President in CRA’s Competition and Labor & Employment group. He holds a BA in Economics and an MBA from Boston College. Company performance context for incentive design: in FY2024 CRA achieved non-GAAP net revenue of ~$687.4M (+2.0% vs adjusted target) and Performance Compensation EBITDA of ~$131.9M (+5.2% vs adjusted target); shareholders approved Say‑on‑Pay with >94% support in 2024.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CRA International (CRAI) | Vice President, Competition and Labor & Employment group | 2019–2025 | Senior operating role within revenue-generating practices |
| CRA International (CRAI) | Manager, Financial Planning & Analysis (FP&A); roles supporting senior management | n/d | Internal performance management; supported executive decision-making |
| CRA International (CRAI) | Consultant, Antitrust & Competition Economics Practice | 2002–n/d | Client service; foundation for later strategy/operations leadership |
External Roles
- Not disclosed. (No external directorships or committee roles were provided in filings reviewed.)
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | $400,000 per year, effective Aug 4, 2025 | |
| Target annual bonus (Fiscal 2025) | $250,000; maximum $425,000; allocated 50% corporate performance and 50% individual objectives | |
| Long-term incentive eligibility (target) | $325,000 target under LTIP |
Performance Compensation
Annual Incentive (structure for Fiscal 2025)
| Metric | Weighting | Target | Maximum | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Corporate performance (non-GAAP net revenue, Performance Compensation EBITDA, per CRA program design) | 50% | $250,000 target bonus overall (component derived from target; see structure) | $425,000 maximum overall (component max per plan) | CRA’s program ties corporate components to net revenue and Performance Compensation EBITDA with a 1-to-1 leverage curve vs target (caps apply) | Cash; pays post-year per committee certification |
| Individual strategic goals | 50% | Included in $250,000 target | Included in $425,000 max | Linear payout vs assessed performance (caps apply) | Cash; pays post-year per committee certification |
Long-term Incentive (awards granted in connection with promotion)
| Instrument | Grant value | Performance period | Key performance metrics | Vesting schedule | Notes |
|---|---|---|---|---|---|
| RSUs | $130,000 | n/a | Time-based | 25% per year on 1st–4th anniversaries of grant, service-based | Granted under 2006 Equity Plan |
| PRSUs (target) | $195,000 (max $292,500) | Dec 29, 2024 – Jan 2, 2027 | Number of units determined based on performance goals set for the period | 50% vests at performance determination; 25% on 3rd anniversary; 25% on 4th anniversary (continued service required) | Granted under 2006 Equity Plan |
| LTIP design (company-wide reference) | n/a | Typical 2-year PRSU cycles | Average Performance Compensation EBITDA margin and cumulative non-GAAP net revenue growth | Earned PRSUs typically vest 50% at certification, balance over 2–4 years | Executive LTI mix emphasizes RSUs and PRSUs (no options to execs since 2019) |
Company performance context (FY2024 actual vs target used in exec plan)
| Metric | Target (FY2024) | Actual (FY2024) | Relative to Target | Plan payout impact |
|---|---|---|---|---|
| Non-GAAP net revenue ($M) | $675.9 (adjusted for FX) | $687.4 | +2.0% | Component paid at target +2.0% |
| Performance Compensation EBITDA ($M) | $125.4 (adjusted for FX) | $131.9 | +5.2% | Component paid at target +5.2% |
Equity Ownership & Alignment
| Item | Status/Policy | Source |
|---|---|---|
| Beneficial ownership (shares) | Not disclosed for Langan in 2025 proxy (he was not a named executive officer as of that filing) | |
| Stock ownership guidelines (executives) | 300% of base salary for executive officers (400% for CEO); includes vested options and vested RSUs/PRSUs; restrictions on sales until thresholds met | |
| Hedging/derivatives/shorts | Prohibited for directors, officers, employees | |
| Pledging | Prohibited without CEO or General Counsel approval |
Vesting cadence indicative of potential selling pressure: RSUs vest 25% annually over 4 years; PRSUs, once earned, typically 50% at certification with remaining installments thereafter, creating periodic liquidity events subject to blackout windows and ownership guidelines. Specific share counts were not disclosed in promotion grants.
Employment Terms
| Provision | Base terms for Brian Langan | Source |
|---|---|---|
| Role start date | Effective August 4, 2025 | |
| At‑will employment | Yes | |
| Severance (termination without Cause or for Good Reason, outside CIC) | Cash: 1.0x (base salary + target bonus) + pro‑rata target bonus; Benefits: 12 months cash for COBRA and employer life insurance contribution; Equity: full acceleration of unvested time-based awards; performance-based awards vest based on actual performance at end of period (time-based conditions deemed satisfied) | |
| Change‑in‑Control (CIC) double‑trigger | Cash: 1.5x (base salary + target bonus) + pro‑rata target bonus (lump sum) + lump‑sum 12 months COBRA/life contribution; Equity: if awards not assumed in CIC, time-based fully accelerate; performance awards paid based on truncated period actuals pro‑rated by time elapsed | |
| Death/Disability/Retirement treatment | Time-based awards fully vest; performance awards vest based on actual performance at end of performance period (time-based conditions deemed met) | |
| Non‑compete / Non‑solicit | 12 months post-termination; non-compete payments equal to 50% of highest base salary only if terminated for Cause or voluntary resignation without Good Reason | |
| Clawback | Company-wide policy enabling recoupment of annual or long-term incentive compensation upon a required accounting restatement (Nasdaq/SEC compliant) | |
| Arbitration/jurisdiction | Employment-related disputes subject to AAA arbitration in Boston; certain injunctive relief in court permitted |
Investment Implications
- Pay-for-performance alignment: Langan’s annual bonus is evenly split between corporate financials (tied to CRA’s net revenue and Performance Compensation EBITDA framework) and individual objectives, with caps and a flat leverage curve—limiting windfalls and aligning with both growth and profitability. Long-term incentives emphasize PRSUs driven by multi-year profitability and growth and RSUs with four-year vesting, reinforcing retention and shareholder alignment.
- Retention and change-in-control risk: Severance is moderate (1.0x cash outside CIC; 1.5x cash with double-trigger CIC) with performance award treatment based on actual outcomes rather than automatic maximums, limiting “pay for failure.” The 12-month non-compete/non-solicit and ownership/insider-trading policies further mitigate jump risk and misalignment.
- Selling pressure and supply: Award structures create predictable vesting events (RSUs annually; PRSUs partially at certification and thereafter), but hedging/pledging restrictions and executive ownership guidelines reduce immediate monetization incentives; specific share counts for Langan’s grants were not disclosed, limiting visibility on near-term supply. Monitor Form 4s post-grant for sizing.
- Governance and shareholder sentiment: Strong Say‑on‑Pay support (>94% in 2024) and independent compensation oversight (Semler Brossy; defined peer set: FTI, Huron, ICF, Exponent) indicate low compensation-related governance risk as Langan enters the NEO ranks.