Chad Holmes
About Chad Holmes
Chad Holmes (age 52) is Executive Vice President and Chief Corporate Development Officer at CRA International (CRAI); he also served as interim Chief Financial Officer and Treasurer effective April 11, 2025 before relinquishing the interim role on August 4, 2025 . He joined CRA in 2004 via the InteCap acquisition, was CFO from 2014–2020, and has been a member of senior management since 2009; he holds an MBA in finance and strategy from Northwestern’s Kellogg School and a BA in economics from Notre Dame . Company performance metrics tied to his pay include fiscal 2024 non‑GAAP net revenue of approximately $687.4 million (+2.0% vs target) and Performance Compensation EBITDA of approximately $131.9 million (+5.2% vs target) ; in Q3 FY2025, revenue grew 10.8% year‑over‑year and non‑GAAP EBITDA margin was 13.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CRA International | Executive Vice President, Chief Corporate Development Officer | 2020–present | Leads capital allocation and deployment, real estate, and investor relations |
| CRA International | Interim Chief Financial Officer & Treasurer | 2025 (Apr–Aug) | Received a one‑time $150,000 cash appreciation award for interim CFO service |
| CRA International | Executive Vice President, CFO & Treasurer | 2014–2020 | Led finance and treasury functions |
| CRA International (via InteCap) | Joined CRA through acquisition | 2004 | Senior management since 2009 |
External Roles
No public external directorships or outside roles are disclosed in his proxy biography .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $500,000 |
| Target Bonus (% of Salary) | 83% | 95% |
| Target Bonus ($) | $375,000 | $475,000 |
| Actual Bonus Paid ($) | $370,000 | $505,000 |
Performance Compensation
Annual Incentive Cash Bonus Design (2024)
| Component | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Non‑GAAP Net Revenue | 25% (part of 50% financial) | $675.3m | ~$687.4m | +2.0% of component target | Committee adjusted target for FX; financial goals equally weighted with EBITDA for CDO |
| Performance Compensation EBITDA | 25% (part of 50% financial) | $125.1m | ~$131.9m | +5.2% of component target | Committee adjusted target for FX |
| Individual Strategic Goals | 50% | Qualitative | Achieved | 107.5% of component target | Linear payout 60–140% based on weighted score |
| Maximums | — | — | — | Financial components capped at 2×; individual capped at 140% | Committee retained discretion (not used in 2024) |
Annual Incentive Cash Bonus Design (2023)
| Component | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Non‑GAAP Net Revenue | 25% | $659.7m | ~$624.0m | −6% of component target |
| Performance Compensation EBITDA | 25% | $124.0m | ~$110.1m | −11.3% of component target |
| Individual Strategic Goals | 50% | Qualitative | Achieved | 106% of component target |
| Maximums & Curve | — | — | — | Same caps; 1:1 leverage curve |
Equity Awards
| Grant | Date | Instrument | Performance Metrics | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual LTIP | Apr 29, 2024 | RSUs & PRSUs (mix ~40% RSU/60% PRSU for execs) | PRSUs: Avg PC EBITDA margin and cumulative non‑GAAP revenue growth over FY2024–FY2025; payout 52%–150% of target | Included in total stock awards $1,775,060 ; annual PRSUs component $400,000 | RSUs: 4 equal annual installments ; PRSUs: 50% at performance determination; remaining 50% on Dec 30, 2028 |
| Supplemental PRSU Award (Holmes) | Apr 29, 2024 | PRSU | “Incentive Award Revenue” from newly recruited talent (“Inorganic Additions”) across FY2024–FY2027; threshold 50%, target/maximum 100% | $1,375,000 | 50% vests upon performance determination; 50% on Dec 30, 2028 |
| Annual LTIP | Apr 11, 2023 | RSUs & PRSUs | PRSUs over FY2023–FY2024; payout 52%–150% of target | $374,990 | RSUs: 4 equal annual installments; PRSUs: 50% at determination, then two equal annual installments |
| PRSU Performance Determination (2023/2024 grants) | Mar 3, 2025 | PRSU | PC EBITDA margin 18.4%; cumulative non‑GAAP revenue growth 8% → payout 117% of target | N/A | 50% vested Mar 3, 2025; remaining 50% vests third and fourth anniversaries of grant |
Equity Ownership & Alignment
| Date | Shares Outstanding Beneficially Owned | Right to Acquire (options exercisable w/in 60 days) | Total Beneficial | Notes |
|---|---|---|---|---|
| Apr 22, 2024 | 41,300 | 8,501 | 49,801 | Percent of outstanding not material (“*”) |
| Apr 22, 2025 | 44,717 | 8,501 | 53,218 | Percent of outstanding not material (“*”) |
- Stock ownership guidelines: 300% of annual base salary for executive officers; all executive officers (other than Mr. Mahoney due solely to more recent appointment) were in compliance during FY2024 .
- Trading policy: prohibits derivatives, hedging, short sales; pledging prohibited without CEO or General Counsel approval .
Insider Transactions (selling pressure/vesting-related activity)
| Date (Doc) | Type | Shares | Price ($) | Source |
|---|---|---|---|---|
| Apr 11, 2024 | Disposition (Non Open Market) | 923 | 203.93 | |
| Sep 13, 2024 (filed Sep 17, 2024) | Form 4 filed (details available in filing) | — | — | |
| Dec 13, 2024 (filed Dec 17, 2024) | Form 4 filed (details available in filing) | — | — | |
| Apr 29, 2025 (filed May 1, 2025) | Form 4 filed (details available in filing) | — | — |
Employment Terms
| Scenario | Cash Severance | Benefits | Equity Treatment | Illustrative Total as of 12/27/2024 |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (not CIC) | 1.0× (base salary + target bonus) + pro‑rata target annual bonus | 12 months COBRA and employer life insurance cash payments | Full acceleration for time‑based equity; PRSUs remain outstanding to vest based on actual performance; time‑based vest treated as satisfied post‑performance; individual performance metrics deemed at target | $5,371,754 (Salary $543,237; Target Incentive $475,000; Cash Mgmt Award $475,000; RSUs $1,099,553; PRSUs $2,778,964) |
| Termination within 12 months of Change‑in‑Control (double trigger) | 1.5× (base salary + target bonus) + pro‑rata target annual bonus (Holmes) | Lump‑sum equal to 12 months COBRA and employer life insurance | If equity awards are not assumed/substituted: unvested time‑based awards fully vest; performance awards vest based on actual achievement over truncated period pro‑rated for completed portion | $5,859,254 (Salary $793,237; Target Incentive $712,500; Cash Mgmt Award $475,000; RSUs $1,099,553; PRSUs $2,778,964) |
- Good Reason and Cause are defined in the severance arrangements; CIC acceleration is double‑trigger for assumed/substituted equity per plan; cash plan awards accelerate only if not assumed/substituted .
- Clawback policy: recovery of incentive compensation (cash or equity) upon accounting restatement; applies to officers as defined under Rule 16a‑1(f) .
- Tax gross‑ups: none for named executive officers .
- Non‑compete/non‑solicit: executive officers are subject to confidentiality, non‑competition and non‑solicitation agreements (terms not fully disclosed in proxy) .
Performance & Track Record
- Compensation tied to top‑line and bottom‑line performance: fiscal 2024 non‑GAAP net revenue and Performance Compensation EBITDA exceeded adjusted targets (+2.0% and +5.2%); individual goals payout at 107.5% for Holmes .
- Q3 FY2025 company results: revenue +10.8% YoY to $185.9m; non‑GAAP net income +12.7% YoY; non‑GAAP EBITDA margin 13.1%; dividend increased 16% .
- Recognition: $150,000 one‑time cash appreciation award for interim CFO service .
- Say‑on‑pay: 94% approval at 2024 annual meeting .
- Peer benchmarking: Compensation committee references peer group (FTI Consulting, Huron, ICF International, Exponent) without fixed positioning; mix of salary, annual incentives, and LTIP equity emphasizes pay‑for‑performance .
Compensation Peer Group & Governance
- Peer group: FTI Consulting, Huron Consulting Group, ICF International, Exponent .
- Independent compensation consultant: Semler Brossy advised the committee; determined independent/no conflicts .
- Ownership guidelines for executives: CEO 400% of salary; other execs 300% (Holmes in compliance) .
Investment Implications
- Alignment: A high share of variable, at‑risk pay (annual bonus plus RSUs/PRSUs), ownership guidelines, and bans on hedging/pledging reinforce alignment with shareholders .
- Execution incentives: The Supplemental PRSU Award directly ties Holmes’ payout to revenue from recruited talent, incentivizing inorganic growth and practice expansion over FY2024–FY2027 with long‑dated vesting into FY2028—supportive of retention and multi‑year value creation .
- Retention/Severance: Double‑trigger CIC terms (1.5× salary+bonus for Holmes) and continued performance‑contingent vesting of PRSUs mitigate windfall risk while providing balance against retention risk in strategic or leadership transitions .
- Trading signals: Limited reported non‑open‑market dispositions (e.g., 923 shares at $203.93 on Apr 11, 2024) suggest routine transactions rather than heavy selling pressure; continued equity‑based compensation and PRSU structures imply ongoing exposure to CRAI’s performance .