Richard Booth
About Richard Booth
Richard Booth, age 55, is an independent Class I director of CRA International (CRAI) since March 2020 and currently serves as Chair of the Audit Committee; the Board has designated him an SEC “audit committee financial expert.” He has been CFO of Definitive Healthcare Corp. (Nasdaq: DH) since March 2021 and is a licensed CPA with an MBA from Stanford, an MS in Taxation from Bentley, an MS in Organizational Development from American University, and a BS in Accounting from Penn State. The Board has determined he is independent under Nasdaq rules, and his background spans senior finance roles across technology and consulting industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bottomline Technologies, Inc. | Chief Financial Officer | Apr 2015 – Mar 2021 | Led finance at a financial technology firm |
| Sapient Corporation | VP Finance & Corporate Controller | Jan 2014 – Mar 2015 | Corporate finance leadership in digital consultancy |
| Nuance Communications (Nasdaq: NUAN) | Senior Finance Roles | Prior to 2014 | Progressively senior roles in a software/services firm |
| EMC Corporation | Executive roles | Prior years | Enterprise technology finance experience |
| Mercer Management Consulting | Executive roles | Prior years | Consulting industry exposure |
| Coopers & Lybrand | Executive roles | Prior years | Accounting foundation; CPA credentials |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Definitive Healthcare Corp. (Nasdaq: DH) | Chief Financial Officer | Mar 2021 – Present | Public company CFO; potential time-commitment consideration |
| 33 Foundation | Director | Current | Private community enrichment organization; non-profit |
Board Governance
- Committee assignments: Audit Committee Chair; member of Executive Committee; independent director designation affirmed; audit committee financial expert (SEC definition) .
- Committee composition: Audit Committee (Booth—Chair, Keenan, Taylor); Executive Committee (Maleh—Chair, Booth, Concannon, Detrick); Compensation Committee (Tookes—Chair, Avery, Concannon, Detrick); Nominating & Governance Committee (Detrick—Chair, Concannon, Taylor, Tookes) .
- Attendance and engagement: In FY2024 the Board met 7 times and all incumbent directors attended ≥75% of Board and committee meetings; all nine directors attended the annual meeting; Audit Committee met 8 times (Booth as Chair effective July 18, 2024) .
- Independence and leadership: Board majority independent; Lead Independent Director is William Concannon; risk oversight distributed across committees; Audit reviews related-party transactions .
- Director retirement policy: No nominations after age 72 unless waived by the Board .
Fixed Compensation
- Structure (FY2024): Annual retainer $85,000; Audit Chair fee $25,000; Compensation Chair $20,000; Nominating & Governance Chair $10,000; Executive Committee Chair $10,000; Lead Director $30,000; $5,000 for each committee above one (member, not chair); $1,500 per meeting after the eighth (no committees exceeded eight in FY2024) .
- Richard Booth cash compensation (FY2024): $105,833 (prorated due to mid‑year assumption of Audit Chair role) .
| Director Cash Fees (FY2024) | Amount ($) |
|---|---|
| Annual Retainer | $85,000 |
| Audit Chair Fee | Prorated portion of $25,000 included |
| Additional Committee Member Fee(s) | $5,000 per committee above one (as applicable) |
| Meeting Fees (>8 per year) | $0 (none exceeded) |
| Total Cash – Richard Booth | $105,833 |
Performance Compensation
- Equity program for non-employee directors: Annual restricted stock award valued at $125,000 at the 2024 annual meeting; vesting in four equal annual installments from grant date; value increased from $100,000 to $125,000 effective July 18, 2024; dividends on director restricted stock granted after July 11, 2018 are deferred until vesting .
- Richard Booth equity (FY2024): Stock awards $124,908 (grant on July 18, 2024, 700 shares); unvested restricted stock outstanding 2,275 shares at Dec 28, 2024 .
| Director Equity (FY2024) | Shares/Value | Vesting |
|---|---|---|
| Annual RSU Grant | 700 shares; $124,908 grant-date fair value | |
| Unvested RSUs at 12/28/2024 | 2,275 shares | |
| Vesting Schedule | 4 equal annual installments beginning first anniversary of grant | |
| Dividend Treatment | Paid only upon vesting for director restricted stock granted after July 11, 2018 |
Other Directorships & Interlocks
- Public company role: CFO of Definitive Healthcare (Nasdaq: DH), a data analytics company; not disclosed as a customer/supplier of CRAI in FY2024, and Audit Committee oversees related-person transactions (none in FY2024) .
- Non-profit board: 33 Foundation (private) .
Expertise & Qualifications
- CPA; designated audit committee financial expert by the Board; deep accounting and finance background across tech and consulting; advanced degrees (MBA—Stanford; MS Tax—Bentley; MS Org Dev—American; BS Accounting—Penn State) .
Equity Ownership
- Director stock ownership guidelines: 300% of annual director fee ($85,000 in FY2024); all directors currently meet guidelines; if below threshold, must hold 50% of net vested shares until compliant .
- Beneficial ownership (as of Apr 22, 2025): Booth owns 8,239 shares; no options exercisable within 60 days; percent of shares outstanding denoted “*” in proxy table; shares outstanding 6,808,872 .
| Ownership Detail | Amount |
|---|---|
| Shares Beneficially Owned | 8,239 |
| Options Exercisable within 60 Days | 0 |
| % of Shares Outstanding | * (less than 1% indicated by table notation) |
| Unvested RSUs | 2,275 |
| Guideline Requirement | 300% of annual fee; all directors compliant |
| Pledging/Hedging Policy | Derivatives, hedging, short sales prohibited; pledging prohibited without CEO/GC approval |
Governance Assessment
- Strengths for investor confidence: Independent director with CFO pedigree and CPA credentials; Audit Chair and SEC financial expert designation; robust independence framework and majority-independent Board with Lead Independent Director; strong attendance; director equity vesting over four years aligns incentives; related‑party transactions oversight with none in FY2024; ownership guidelines enforced; stringent insider trading policy (no hedging/derivatives; limited pledging) .
- Potential watchpoints: Dual responsibilities as DH’s CFO may pose time-commitment considerations; monitor for any future related‑party engagements or pledging activity (Audit Committee approval required) and continued adherence to ownership guidelines; no FY2024 meeting-fee signals of excessive special sessions and no disclosed conflicts, which is favorable .