Jonathan Yellin
About Jonathan Yellin
Jonathan Yellin, age 61, is Executive Vice President and General Counsel of CRA International. He has served as EVP & GC since March 2017 and joined CRA in 2004 as Vice President & General Counsel; earlier he was a senior partner in Insolvency & Restructuring at Riemer & Braunstein LLP (1999–2004). He holds a J.D., cum laude, from the University of Miami School of Law (1988) and a B.A. from The George Washington University (1985) . His annual incentive is tied 50% to objective financials (non-GAAP net revenue and “Performance Compensation EBITDA”) and 50% to individual goals; for fiscal 2024, CRA slightly exceeded adjusted targets on both metrics (revenue +2.0%, Performance Compensation EBITDA +5.2%), and Yellin’s individual performance factor was 110%, supporting a bonus above target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CRA International | Executive Vice President & General Counsel | 2017–present | Senior executive leadership of legal function; member of senior management since 2004 |
| CRA International | Vice President & General Counsel | 2004–2017 | Built and led corporate legal and governance capabilities |
| Riemer & Braunstein LLP | Senior Partner, Insolvency & Restructuring | 1999–2004 | Led complex restructuring practice prior to joining CRA |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external roles disclosed for Yellin in the latest proxy . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Total Fixed ($) |
|---|---|---|---|
| 2024 | 500,000 | 22,116 | 522,116 |
| 2023 | 450,000 | 22,139 | 472,139 |
| 2022 | 450,000 | 27,455 | 477,455 |
Performance Compensation
- Annual incentive plan structure and weighting (for Yellin): 25% non-GAAP net revenue, 25% Performance Compensation EBITDA, 50% individual performance .
- FY2024 performance outcomes: non-GAAP net revenue ≈ $687.4m vs adjusted target $675.9m (+2.0% over target); Performance Compensation EBITDA ≈ $131.9m vs adjusted target $125.4m (+5.2% over target); individual performance factor for Yellin = 110% .
| Metric (FY2024) | Weight (Yellin) | Target | Actual | Payout Effect |
|---|---|---|---|---|
| Non-GAAP net revenue | 25% | $675.9m (adjusted) | $687.4m (+2.0%) | +2.0% on this component |
| Performance Compensation EBITDA | 25% | $125.4m (adjusted) | $131.9m (+5.2%) | +5.2% on this component |
| Individual goals | 50% | 100% | 110% | 110% payout for this component |
| Year | Bonus Target ($) | Bonus Max ($) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 400,000 | 560,000 | 430,000 |
| 2023 | — | — | 335,000 |
| 2022 | — | — | 344,247 |
Long-term Incentive Awards (granted in FY2024)
- Program design: RSUs vest in equal annual installments over at least 4 years; PRSUs pay based on multi-year revenue growth and average Performance Compensation EBITDA margin, with threshold/target/max typically 52%/100%/150% of target; PRSUs vest 50% upon performance determination with remaining 50% in two equal annual installments thereafter .
| Grant Date | Instrument | Shares/Units (#) | Threshold/Target/Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 4/29/2024 | RSU | 1,146 | — | 169,929 |
| 4/29/2024 | PRSU | — | 894 / 1,720 / 2,580 | 255,042 |
Vesting schedule signals:
- 2024 RSUs: vest in four equal annual installments beginning April 29, 2025, supporting steady retention and potential selling pressure around each anniversary (item 6) .
- 2023/2024 PRSUs: performance determined March 3, 2025; 50% vested immediately at determination; remaining 50% vests in two equal annual installments on the third and fourth anniversaries of April 11, 2023 (item 10).
Stock Vested During FY2024 (realized)
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Jonathan Yellin | 4,356 | 734,863 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares outstanding reference date | 6,808,872 shares outstanding (April 22, 2025) |
| Beneficial ownership (Yellin) | 20,673 shares outstanding + 5,222 options exercisable within 60 days = 25,895 total; <1% of outstanding |
| Options outstanding (exercisable) | 2,377 @ $44.87 exp. 12/18/2027; 2,845 @ $47.45 exp. 12/06/2028 |
| In-the-money value (12/27/2024) | Approx. $734,027 using $186.84 close: (186.84−44.87)*2,377 + (186.84−47.45)*2,845 |
| Ownership guidelines | 300% of annual base salary for executives other than CEO; all executives except Mahoney (due to recent appointment) were in compliance during FY2024 |
| Hedging/pledging policy | Derivatives, hedging, short sales prohibited; pledging prohibited without CEO or GC approval |
| Sales restrictions | Until guidelines met and throughout service, executives may not sell shares or exercise options held for guidelines (except for tax withholding) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (without cause/good reason, no CIC) | 1.0x base salary + 1.0x target bonus (paid over 12 months), pro-rata target bonus, 12 months COBRA/life-insurance cash, full acceleration of time-based equity; PRSUs remain outstanding and vest based on actual performance with time-based conditions deemed satisfied at period end and individual metrics at target |
| Severance (within 12 months of CIC) | 1.5x base salary + 1.5x target bonus lump sum, pro-rata target bonus, 12 months COBRA/life-insurance cash; equity treatment as above; cash bonus plan pays as if goals attained at CIC unless assumed/substituted |
| Potential payouts as of 12/27/2024 (No CIC) | Salary $543,237; Target bonus $400,000; Cash Mgmt Perf. Award $400,000; RSUs $969,700; PRSUs $995,670; Total $3,308,607 |
| Potential payouts as of 12/27/2024 (CIC ≤12 months) | Salary $793,237; Target bonus $600,000; Cash Mgmt Perf. Award $400,000; RSUs $969,700; PRSUs $995,670; Total $3,758,607 |
| Clawback | Compensation recovery policy adopted; applies per policy described in proxy |
| Definitions | “Cause” and “Good Reason” defined in severance agreements; Good Reason includes material pay cuts, duty reductions, relocation, breach, etc. |
Related Governance, Policies, and Signals
- Compensation program emphasizes at-risk pay: in FY2024, variable compensation at target exceeded 70% of target total comp; LTIP equity included PRSUs tied to revenue growth and profitability over multi-year periods .
- Independent compensation consultant (Semler Brossy) with no conflicts in FY2024 .
- Insider trading policy restricts hedging, shorting, and pledging; supports alignment and mitigates risk of adverse trading optics .
Multi‑Year Compensation Summary (NEO disclosure)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 500,000 | 424,970 | 430,000 | 22,116 | 1,377,086 |
| 2023 | 450,000 | 324,991 | 335,000 | 22,139 | 1,132,130 |
| 2022 | 450,000 | 324,947 | 344,247 | 27,455 | 1,216,649 |
Vesting Schedules and Potential Selling Pressure
| Award | Vesting Detail | Dates/Notes |
|---|---|---|
| RSUs (general) | Equal annual installments over 4 years for executive officers | Company LTIP design |
| 2024 RSUs (granted 4/29/2024) | 4 equal annual installments | First tranche vests 4/29/2025 (item 6) |
| PRSUs (general) | Performance period ≥1 year; once performance determined, 50% vests immediately, remainder in 2 equal annual installments | Aligns with revenue growth and margin; threshold 52% to max 150% of target for 2024 grants |
| 2023/2024 PRSUs | Performance determined 3/3/2025; 50% vested at determination; remaining 50% vests over next two years (anniversaries of 4/11/2023) | Schedule disclosed in footnotes (item 10) |
| FY2024 realized vesting | 4,356 shares vested, $734,863 realized value | Multiple vest dates in Mar/Apr/Dec; see vest prices |
Equity Ownership & Alignment Table (as of April 22, 2025)
| Holder | Shares Outstanding | Right to Acquire (Options) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|
| Jonathan Yellin | 20,673 | 5,222 | 25,895 | * (<1%) |
Employment Dates and Tenure
- Joined CRA as Vice President & General Counsel in 2004; senior management since 2004; EVP & General Counsel since March 2017 .
Investment Implications
- Pay-for-performance alignment: Yellin’s annual bonus structure (50% objective metrics, 50% individual) and PRSUs tied to multi-year revenue growth and profitability support alignment with top- and bottom-line outcomes; FY2024 metrics modestly exceeded targets, leading to an above-target bonus ($430k vs $400k target) .
- Retention vs. selling pressure: 2024 RSUs vesting annually from 4/29/2025 and PRSU tranches vesting post-determination over two years create recurring vest windows that can add technical selling pressure; however, executive ownership guidelines (300% of salary) and trading policy restrictions limit discretionary sales, mitigating overhang risk .
- Change-in-control economics: Double-trigger style severance at 1.5x salary+bonus plus equity acceleration mechanics yields total potential payout of ~$3.76m as of year-end 2024—meaningful but not excessive at CRA’s scale; non-CIC severance of ~$3.31m supports continuity while preserving performance-based treatment for PRSUs .
- Alignment safeguards: Hedging/short sale prohibitions, limited pledging, and a clawback policy reduce governance red flags; all executives (other than a newly appointed finance leader) were in guideline compliance in FY2024, reinforcing long-term alignment .