Sandra David
About Sandra David
Sandra A. David is Vice President, Chief Accounting Officer and Controller of CRA International (Charles River Associates) and was designated the company’s Principal Accounting Officer effective August 4, 2025 . She joined CRA in 2016 and has more than 25 years of public accounting and public company experience; she holds a BA in Psychology from the University of Rochester and an MS in Accounting from Bentley University . The company’s finance leadership (CEO and CFO) concluded disclosure controls and procedures were effective as of Q3 FY2025, reflecting a strong internal controls environment under which Ms. David serves as principal accounting officer . CRA’s incentive programs emphasize pay-for-performance using non-GAAP net revenue and “Performance Compensation EBITDA” constructs, aligning management rewards with profitability and growth outcomes at the corporate level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CRA International (Charles River Associates) | Vice President, Chief Accounting Officer & Controller; designated Principal Accounting Officer effective Aug 4, 2025 | Mar 2023–Present; PAO as of Aug 4, 2025 | Oversees financial administration, accounting, internal controls; principal accounting officer designation formalizes SEC-reporting accountability . |
| CRA International (Charles River Associates) | GL Accounting & SEC Reporting team | 2016–Mar 2023 | Led integration of team hires, process improvements, and software implementations within finance and reporting functions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in SEC filings | — | — | The July 22, 2025 8-K announcing her principal accounting officer designation did not disclose external directorships or committee roles; it noted no Item 404(a) related-party transactions for her . |
Fixed Compensation
- No Ms. David–specific base salary, target bonus, or equity grant details were disclosed in the July 22, 2025 appointment 8-K; the filing states “No material plans, contracts or arrangements were entered into with Ms. David in connection with her designation as principal accounting officer” .
Performance Compensation
- CRA’s executive incentive framework uses company-level performance metrics including “Performance Compensation EBITDA” (non-GAAP formulation adding back interest, taxes, D&A, share-based compensation, amortization of forgivable loans, and other adjustments) and non-GAAP net revenue for determining incentive outcomes; these are the core levers used for NEO pay and signal emphasis on profitable growth .
- Change-in-control mechanics for the cash incentive plan provide that upon a change in control, annual bonuses are paid as if the effective date were fiscal year-end and goals were attained, unless assumed or substituted; equity agreements provide full vesting of unvested RSUs upon death or disability (options under the 2006 plan were fully vested by the end of FY2023) .
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Performance Compensation EBITDA | Not disclosed for Ms. David | Not disclosed | Not disclosed | Not disclosed | Defined in proxy for corporate incentives; used for NEOs . |
| Non-GAAP Net Revenue | Not disclosed for Ms. David | Not disclosed | Not disclosed | Not disclosed | Adjusted per proxy methodology for incentives . |
| Change-in-control (CIP payout rule) | — | — | — | Pays as-if at period end | Paid unless awards assumed/substituted . |
| RSU acceleration on death/disability | — | — | — | Full vest | Applies under RSU agreements . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 400% of base salary; other executive officers 300% of base salary; executives may not sell option shares or RSU/PRSU shares (beyond tax withholding) unless guidelines are met and maintained post-transaction .
- Hedging/pledging: Company policy prohibits derivatives, hedging, short sales, and margin accounts; pledging requires CEO or General Counsel authorization, effectively restricting pledging for officers .
- Clawback: Updated in response to SEC/Nasdaq rules, effective October 2, 2023; enables recovery of erroneously awarded incentive compensation received in the three fiscal years preceding a restatement from current or former officers as defined by Rule 16a-1(f) . 2025 proxy reiterates clawback applicability to incentive cash and equity for current/former named executive officers in the event of restatement .
- Individual ownership detail: Ms. David’s beneficial ownership, vested/unvested breakdown, and Form 4 activity were not disclosed in the available filings retrieved; no new equity arrangements were entered in connection with her PAO designation .
| Alignment Mechanism | Policy Detail | Implication |
|---|---|---|
| Ownership guidelines | 300% of base salary for executive officers; trading restricted until thresholds met | Encourages long-term alignment, reduces near-term selling pressure. |
| Hedging/pledging policy | Hedging, short sales, and derivatives prohibited; pledging requires authorization | Limits misalignment and collateral-driven selling risk. |
| Clawback policy | 3-year lookback for restatements; applies to officers per Rule 16a-1(f) | Deters misreporting; enhances pay-for-performance integrity. |
Employment Terms
- Appointment: Designated Principal Accounting Officer effective August 4, 2025; continues as Vice President, Chief Accounting Officer and Controller .
- New agreements: None entered with Ms. David upon designation as PAO; no special compensatory arrangement disclosed .
- Severance and restrictive covenants (company-wide policies): Executive officers are subject to confidentiality, non-competition, and non-solicitation agreements; severance agreements exist for executive officers addressing certain terminations and change-in-control contexts (legacy March 2020 program), and CIC may also trigger payments under the cash incentive plan .
- Related-party transactions: None for Ms. David requiring disclosure under Item 404(a) were reported in the July 22, 2025 8-K .
| Term | Key Elements |
|---|---|
| Restrictive covenants | Confidentiality, non-compete, and non-solicit for executive officers . |
| Severance framework | Company discloses executive officer severance agreements and CIC effects (cash plan/CIC treatment); individual terms for Ms. David not separately disclosed . |
| CIC treatment (cash plan) | Bonus paid as if targets achieved at CIC date, unless awards assumed/substituted . |
| Equity acceleration | RSUs fully vest upon death/disability; options under the 2006 plan fully vested by end of FY2023 . |
Investment Implications
- Alignment strong; risk of insider selling pressure low: Ownership guidelines at 300% of base for executive officers plus prohibitions on hedging/short sales and effectively restricted pledging support long-term alignment and limit near-term selling pressure that could arise from vesting events .
- Retention risk appears moderate-to-low: No bespoke PAO package was struck for Ms. David, but companywide executive severance and standard restrictive covenants provide baseline retention/institutional protection; absence of a special arrangement reduces golden handcuff risk but also modestly reduces switching costs .
- Pay-for-performance integrity: Updated clawback compliant with SEC/Nasdaq and corporate incentives tied to non-GAAP revenue and Performance Compensation EBITDA bolster alignment with financial execution and provide downside recovery mechanisms in restatement scenarios .
- Governance and controls: Q3 FY2025 disclosure controls deemed effective by CEO/CFO, which, combined with Ms. David’s PAO role, suggests a stable reporting environment mitigating execution and reporting risk for investors .