Heather Tookes
About Heather Tookes
Heather Tookes, Ph.D., age 51, is an independent director of CRA International, Inc. (CRAI) since December 2022; she is a finance professor and Deputy Dean for Faculty at Yale School of Management, with a BA in Economics from Brown University and a PhD in Finance from Cornell University. She is described by CRAI as an expert in corporate finance and brings significant board experience across nonprofit, private, and public company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Payoneer Global Inc. (Nasdaq: PAYO) | Director | Jun 2021 – Mar 2023 | Public company board experience in financial services |
| Yale School of Management | Finance Professor; Deputy Dean for Faculty | 2004 – present | Academic leadership; corporate finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dimensional Funds (multiple registered investment companies) | Director | Current | Dimensional Funds are shareholders of CRAI |
| Ariel Investments LLC (registered investment advisor) | Director | Current | Governance and finance experience |
| Community Foundation of Greater New Haven | Director | Since Jan 2022 | Nonprofit governance |
Board Governance
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Not on Audit or Executive Committees .
- Independence: CRAI’s board determined Dr. Tookes is independent under Nasdaq rules .
- Attendance and engagement: In fiscal 2024, the board met 7 times (plus 8 unanimous written consents), each incumbent director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: CRAI has a combined Chair/CEO (Maleh) with a Lead Independent Director (Concannon), and committee-level risk oversight; compensation committee oversees incentive-related risks .
Fixed Compensation
| Element | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | $85,000 | Increased from $75,000 effective Jan 1, 2024 |
| Committee chair fee (Compensation Committee) | $20,000 | Annual chair fee |
| Committee member fee (for committees above one) | $5,000 | Per additional committee membership (non-chair) |
| Meeting fees | $1,500 | Per committee meeting attended after the 8th in a calendar year (none paid in 2024) |
| Lead director fee (context) | $30,000 | Role is held by Concannon; program context |
| 2024 cash fees earned (Heather Tookes) | $97,500 | Includes prorated chair/member service |
Performance Compensation
- Director equity awards are time-vesting restricted stock (no performance conditions). Awards vest in 4 equal annual installments beginning on the first anniversary of grant; board increased annual grant value from $100,000 to $125,000 effective July 18, 2024 .
| Grant | Date | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director RS grant | Jul 18, 2024 | 700 | $124,908 | 4-year, equal annual installments |
Other Directorships & Interlocks
| Entity | Relationship to CRAI | Interlock/Conflict Notes |
|---|---|---|
| Dimensional Funds (registered investment companies) | Shareholder of CRAI | Dr. Tookes serves on boards of Dimensional Funds while Dimensional Funds hold CRAI shares; CRAI affirms her independence under Nasdaq rules |
| Ariel Investments LLC | Registered investment advisor | No related-party transactions disclosed at CRAI in fiscal 2024 |
| Payoneer Global Inc. | Former director | Historical role; no current interlock |
| Community Foundation of Greater New Haven | Nonprofit director | No CRAI related-party exposure noted |
Expertise & Qualifications
- Corporate finance expert; extensive board experience across nonprofit, private, and public entities .
- Academic leadership: Deputy Dean for Faculty; finance professor at Yale School of Management since 2004 .
- Education: BA Economics (Brown); PhD Finance (Cornell) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Apr 22, 2025) | 2,567 |
| Ownership as % of shares outstanding | 0.0377% (2,567 / 6,808,872) |
| Outstanding unvested restricted shares (Dec 28, 2024) | 1,882 |
| Director stock ownership guideline | 300% of annual director fee ($85,000) |
| Compliance status | All directors currently meet guidelines |
| Hedging/pledging policy | Hedging/short sales prohibited; pledging requires CEO/GC approval |
Governance Assessment
-
Strengths:
- Independent director; chairs Compensation Committee and serves on Nominating & Corporate Governance—positions central to board effectiveness and pay oversight .
- High engagement indicators: board met 7 times; directors met attendance thresholds; full annual meeting attendance .
- Alignment: annual director equity grants and ownership guidelines (300% of fee) are in place and met, enhancing “skin-in-the-game” .
- Shareholder support signal: 2024 say‑on‑pay passed with over 94% approval, reflecting confidence in compensation oversight .
- Risk controls: clawback policy for executives; prohibition on hedging/short sales; limited pledging; committee oversight of incentives .
-
Watchpoints/RED FLAGS:
- Interlock consideration: service on Dimensional Funds boards while those funds are CRAI shareholders; CRAI discloses independence and no related‑party transactions, but investors may monitor voting/recusal practices to mitigate perceived conflicts .
- Multi‑board workload: simultaneous roles at multiple entities (Dimensional Funds, Ariel Investments, Community Foundation) may raise time‑commitment questions; balanced by academic leadership experience and no attendance shortfall disclosed .
-
Compensation program context:
- Director cash retainer and annual equity grant values increased in 2024, likely reflecting market practices and workload; no meeting fees paid (committees did not exceed 8 meetings) . Equity is time‑based, not performance‑based—appropriate for director independence and oversight roles .
-
Related‑party transactions:
- CRAI reported no transactions with related persons in fiscal 2024, reducing direct conflict risk .