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PROXY STATEMENT TABLE OF CONTENTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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CRA INTERNATIONAL, INC.
Notice of Special Meeting in lieu of Annual Meeting of Shareholders
to be held on July 20, 201611, 2018

        CRA International, Inc. hereby gives notice that it will hold a special meeting of shareholders in lieu of an annual meeting of shareholders at its offices in the John Hancock Tower,at 200 Clarendon Street, 10^th Floor, Boston, Massachusetts on Wednesday, July 20, 2016,11, 2018, beginning at 8:00 A.M., local time, for the following purposes:

1.

To consider and vote upon the election of threetwo Class IIIII directors;



2.

To conduct an advisory vote to approve our executive compensation;



3.

To approve amendments to our 2006 equity incentive plan that, among other things, would increase the maximum number of shares issuable under the plan by 375,000 shares; and to approve the plan, as so amended, for purposes of French law;



4.

To ratify the appointment by our audit committee of Ernst & Young LLP as our independent registered public accountants for our fiscal year ending December 31, 2016;29, 2018; and



4.5.

To transact such further business as may properly come before the specialannual meeting or any adjournment thereof.

        Our board of directors has fixed the close of business on Wednesday,Thursday, May 11, 201617, 2018 as the record date for the determination of our shareholders entitled to receive notice of, and to vote at, the specialannual meeting and any adjournment thereof. Only shareholders of record on May 11, 201617, 2018 are entitled to receive notice of, and to vote at, the specialannual meeting or any adjournment thereof.

		By order of the board of directors,
		Peter M. Rosenblum Secretary

Boston, Massachusetts
April 29, 201627, 2018

YOUR VOTE IS IMPORTANT
Please sign and return the enclosed proxy, whether or not you
plan to attend the specialannual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF SHAREHOLDERS IN LIEU OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON JULY 20, 2016:11, 2018:

The Proxy Statement and 2015 Annual Report2017 annual report to Shareholders
will be, on or prior to May 24, 2016,31, 2018, available athttp://www.crai.com/proxy

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CRA INTERNATIONAL, INC.
200 Clarendon Street
Boston, Massachusetts 02116
(617) 425-3000

PROXY STATEMENT
SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS
to be held on July 20, 2016
11, 2018

        This proxy statement relates to the special meeting of shareholders in lieu of the 20162018 annual meeting of shareholders of CRA International, Inc. The specialannual meeting will take place at our Boston offices as follows:

        Our board of directors is soliciting proxies for the specialannual meeting and any and all adjournments of the specialannual meeting. The shares represented by your properly signed proxy will be voted in accordance with your directions. If you are a registered holder and do not specify a choice with respect to a proposal for which our board of directors has made a recommendation, the shares covered by your signed proxy will be voted as recommended in this proxy statement. We encourage you to vote on all matters to be considered. You may revoke your proxy at any time before it has been exercised.

        We are mailing this proxy statement and the enclosed form of proxy to shareholders on or about May 24, 2016.31, 2018.

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PROXY STATEMENT

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SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS

Purpose of the specialannual meeting

        At the specialannual meeting, we will submit the following proposals to our shareholders:

        Proposal One:    To elect threetwo Class IIIII directors to a three-year term;

        Proposal Two:    To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (including in the compensation discussion and analysis, compensation tables and accompanying narrative disclosures);

        Proposal Three:    To approve amendments to our 2006 equity incentive plan that, among other things, would increase the maximum number of shares issuable under the plan by 375,000 shares; and to approve the plan, as so amended, for purposes of French law; and

        Proposal Three:Four:    To ratify the appointment by our audit committee of Ernst & Young LLP as our independent registered public accountants for our fiscal year ending December 31, 2016.29, 2018.

        Our board of directors does not intend to present to the specialannual meeting any business other than the proposals described in this proxy statement. Our board of directors was not aware, a reasonable time before mailing this proxy statement to our shareholders, of any other business that properly may be presented for action at the specialannual meeting. If any other business should come before the specialannual meeting, the persons present will have discretionary authority to vote the shares they own or represent by proxy in accordance with their judgment, to the extent authorized by applicable regulations.

Record date

        Our board of directors has fixed the close of business on Wednesday,Thursday, May 11, 201617, 2018 as the record date for the specialannual meeting. Only shareholders of record at the close of business on that date are entitled to receive notice of the specialannual meeting and to vote at the specialannual meeting. At the close of business on Monday, April 25, 2016, 8,966,78023, 2018, 8,111,223 shares of our common stock were issued and outstanding. After May 11, 2016,17, 2018, a list of the shareholders entitled to notice of the specialannual meeting will be available for inspection by any shareholder at our principal office at 200 Clarendon Street, T-9, Boston, Massachusetts.

Quorum

        Our by-laws provide that a quorum at the specialannual meeting consists of a majority in interest of all shares of our common stock issued, outstanding and entitled to vote at the specialannual meeting. Shares of our common stock represented by a properly signed and returned proxy will be treated as present at the specialannual meeting for purposes of determining the existence of a quorum at the specialannual meeting. In general, votes withheld from any nominee for election as director, abstentions, if applicable, and broker "non-votes," if applicable,"non-votes" are counted as present or represented for purposes of determining the existence of a quorum at the specialannual meeting. A broker "non-vote"non-vote occurs when a broker or nominee holding shares for a beneficial owner returns a proxy but does not vote on a proposal because the broker or nominee does not have discretionary voting power, and has not received instructions from the beneficial owner, with respect to the proposal.

Vote required; tabulation of votes; revocation of proxy

        A plurality of the votes properly cast at the specialannual meeting will be necessary to elect the threetwo Class IIIII directors to a three-year term. A majority of the votes properly cast at the specialannual meeting will be necessary to approve, on an advisory basis, the compensation paid to our named executive officers as(as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K,S-K), to approve the proposal

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regarding our 2006 equity incentive plan, and to ratify the appointment by our audit committee of Ernst & Young LLP as our independent registered public accountants for our fiscal year ending December 31, 2016.29, 2018. Abstentions and broker "non-votes"non-votes will not be considered when determining whether or not the necessary proportion of votes properly cast at the

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special annual meeting on any proposal was achieved. If you are a registered shareholder and you return an executed proxy with specific instruction on how to vote, the designated proxies will vote according to your instructions. However, if you are a registered shareholder and you return an executed proxy without specific instructions on how to vote, the designated proxies will vote in accordance with the recommendations of our board of directors set forth in this proxy statement. You may revoke your proxy at any time before it has been exercised.

        Each share of our common stock outstanding on the record date will be entitled to cast one vote.

        Our transfer agent, Computershare, will tabulate the votes at the specialannual meeting.

Solicitation of proxies

        Our board of directors is soliciting proxies for the specialannual meeting and any and all adjournments of the specialannual meeting. No compensation will be paid by any person in connection with our solicitation of proxies. We will reimburse brokers, banks and other nominees for the out-of-pocket expenses and other reasonable clerical expenses they incur in obtaining instructions from beneficial owners of our common stock. In addition to our solicitation by mail, our directors, officers and other employees may make special solicitations of proxies personally or by telephone, facsimile, courier or e-mail. We expect that the expense of any special solicitations will be nominal, and we will pay all expenses incurred in connection with them.

Internet access to proxy materials

        The notice of specialannual meeting, this proxy statement and our 20152017 annual report to shareholders will be, on or prior to May 24, 2016,31, 2018, available on the Internet athttp://www.crai.com/proxy. This website does not use "cookies" to track or identify visitors to the website.

Directions to our offices

        The specialannual meeting will be held at our offices in the John Hancock Tower,at 200 Clarendon Street, 10^th Floor, Boston, Massachusetts. For those planning to attend the specialannual meeting, directions to these offices are below.

•

From Logan International Airport:  Follow the signs to Boston through the Sumner Tunnel. Turn right up the entrance ramp onto Expressway I-93 North. Take the Storrow Drive exit on right. Follow Storrow Drive West and take the Copley Square exit on the left. Turn right at the set of lights onto Beacon Street. At the second set of lights, turn left onto Clarendon Street and proceed for five blocks.



•

From Points South via I-95 and I-93:  Follow I-95 North to Expressway I-93 North. Stay on I-93 through the tunnel and into the financial district. Take the Storrow Drive exit on the right. Follow Storrow Drive West and take the Copley Square exit on the left. Turn right at the set of lights onto Beacon Street. At the second set of lights, turn left onto Clarendon Street and proceed for five blocks.



•

From Western Massachusetts and Points South via the Mass. Pike:  Follow Mass. Pike (I-90) East to the Copley Square/Prudential Center exit 22. Follow the Copley Square exit and take the first left onto Dartmouth Street. Turn right onto Boylston Street. Turn right onto Clarendon Street.



•

From Points North via I-95 or I-93:  Follow I-95 South to I-93 South. Take exit 26, North Station/Storrow Drive. Follow Storrow Drive West and take the Copley Square exit on the left. Turn

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right at the set of lights onto Beacon Street. At the second set of lights, turn left onto Clarendon Street and proceed for five blocks.




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•

From Public Transportation:  The public transportation locations nearest to our offices are Back Bay Station (Orange Line, Commuter Rail and Amtrak) and Copley Station (Green Line).



•

Parking:  There are several parking areas along Clarendon Street. There is an underground garage on the left between Boylston Street and St. James Avenue. There is a parking garage on the right one block past the John Hancock Tower on200 Clarendon Street. If those are full, proceed down Clarendon Street, take a right on Columbus Avenue, take a right on Dartmouth Street and there is an underground garage on the left at the Tent City building. Additional parking can be found at the Copley Place Mall.




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PROPOSAL ONE:
ELECTION OF DIRECTORS


        Proposal One concerns the election of threetwo Class IIIII directors.

        Our board of directors currently consists of eightseven directors and is divided into three classes. We refer to these classes as Class I, Class II and Class III. The term of one class of directors expires each year at the annual meeting of our shareholders (or any special meeting in lieu thereof).shareholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. This year, the term of the Class IIIII directors is expiring.

        Accordingly, our board of directors has nominated Paul Maleh, William SchleyerRobert Holthausen and Thomas AveryNancy Hawthorne to serve as Class IIIII directors for a three-year term. Our shareholders elected Messrs. MalehProf. Holthausen and SchleyerMs. Hawthorne as Class IIIII directors at our annual meeting of shareholders in May 2013.July 2015. The current terms of Messrs. MalehProf. Holthausen and SchleyerMs. Hawthorne will expire at the special meeting. Our other current Class III director, Thomas Robertson, is not standing for re-election and, accordingly, will not serve as one of our directors after his current term expires at the special meeting. Our board of directors has set the size of our board of directors, effective as of the completion of the director elections at the special meeting, at seven.

        Our board of directors appointed Thomas Avery as a Class II director on February 19, 2016. Mr. Avery would typically serve as a Class II director at least until the current term of our Class II directors expires at the 2018 annual meeting of our shareholders. However, with the cooperation of Mr. Avery, our board of directors wishes to afford our shareholders the opportunity to ratify Mr. Avery's appointment to our board of directors by voting upon his re-election to our board of directors at the special meeting, to serve as a Class III director. If Mr. Avery is not re-elected as a director at the special meeting, his term as a director will expire at the special meeting.

        Proxies will not be voted at the specialannual meeting for more than threetwo candidates.

        Messrs. Maleh, SchleyerProf. Holthausen and AveryMs. Hawthorne have each agreed to serve if elected, and we have no reason to believe that anyeither of them will be unable to serve. If anyeither of them is unable or declines to serve as a director at the time of the specialannual meeting, proxies will be voted for another nominee designated by our board of directors at that time.

        Our board of directors recommends that you voteFOR the election of Messrs. Maleh, SchleyerProf. Holthausen and Avery.Ms. Hawthorne.




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CORPORATE GOVERNANCE


Overview


        In designing our corporate governance structure, we seek to identify and implement the practices that we believe will best serve the interests of our business and shareholders, including the practices mandated by the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the related rules of the Securities and Exchange Commission and the NASDAQ Stock Market. You can find our current corporate governance principles, including our code of business conduct and ethics, our statement of corporate governance guidelines, and the charters for the standing committees of our board of directors through the Investor Relations page of our website atwww.crai.com. Our code of business conduct and ethics applies not only to our principal executive officer, principal financial officer and principal accounting officer, but also to all of our other officers and employees, directors and outside consultants. Our code of business conduct and ethics includes, among other things, provisions covering compliance with lawslaw and regulations, conflicts of interest, insider trading, fair dealing, proper use of our assets, confidentiality, health and safety, discrimination and harassment, accounting and record keeping, and the reporting of illegal or unethical behavior. We intend to continue to modify our policies and practices to address ongoing developments in the area of corporate governance, including those resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act.governance. We discuss many features of our corporate governance principles in other sections of this proxy statement. Some of the highlights of our corporate governance principles are the following:

•

Director and committee independence.  With the exception of Mr. Maleh, our president, chief executive officer and director, all of our directors (including those standing for re-election at the specialannual meeting) are independent directors under the rules of the NASDAQ Stock Market. Our board of directors has determined that our independent directors under these rules are Drs.Dr. Moriarty, Prof. Holthausen, Moriarty and Robertson, Messrs. Avery, Concannon and Schleyer,Whitman, and Ms. Hawthorne. Each member of our audit committee, nominating and corporate governance committee, and compensation committee meets the independence requirements of the NASDAQ Stock Market for membership on the committees on which he or she serves.



•

Separate chairman and chief executive officer.  We have a separate chairman of our board of directors, a non-executive position, and chief executive officer. Our chairman is an independent director.



•

Audit committee.  Our audit committee is directly responsible for appointing, determining the compensation of, evaluating and, when necessary, terminating our independent registered public accountants. Our independent registered public accountants report directly to our audit committee. Our board of directors has determined that it has at least two audit committee financial experts under the rules of the Securities and Exchange Commission. Our audit committee's prior approval is required for all audit services and non-audit services (other thande minimis non-audit services as defined by the Sarbanes-Oxley Act) to be provided by our independent registered public accountants. The audit committee has delegated the authority to provide such pre-approval to its chairman if the chairman determines in good faith that the applicable services would not impair the independence of our independent registered public accountants. Our audit committee is responsible for reviewing and assessing the adequacy of its charter on an annual basis.



•

Compensation committee.  Our compensation committee is responsible for recommending to our board of directors our general compensation philosophy and policies, and for reviewing and approving (or recommending to our board of directors for approval) the compensation of our executive officers and other members of our senior management. The compensation committee is also directly responsible for appointing, determining the compensation of, overseeing and




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evaluating the independence of our compensation consultants. Our compensation committee is responsible for reviewing and assessing the adequacy of its charter on an annual basis.

•

Committee authority.  Each of our audit committee, nominating and corporate governance committee, and compensation committee has the authority to retain independent advisors and consultants, with all fees and expenses paid by us.



•

Whistleblower procedures.  Our audit committee has adopted procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by our directors, officers, employees and outside consultants of concerns regarding questionable accounting, internal accounting controls or auditing matters.

Executive officers and directors


        Set forth below are the names and certain information with respect to each of our directors and executive officers as of April 25, 2016:23, 2018:

Name		Age			Position
Rowland Moriarty(1)(2)(3)			6971		Chairman of the board
Paul Maleh(3)			5254		Chief executive officer, president and director
Chad Holmes			4345		Chief financial officer, executive vice president and treasurer
Arnold LowensteinJonathan Yellin			6254		Chief strategy officerGeneral counsel and executive vice president
Thomas Avery(2)			6264		Director
William Concannon(1)(2)(3)(4)			6062		Director
Nancy Hawthorne(1)(4)			6567		Director
Robert Holthausen(4)			6870		Director
Thomas Robertson(2)			73		Director
William Schleyer(2)Robert Whitman(4)			64		Director

---

(1)

Member of our nominating and corporate governance committee.



(2)

Member of our compensation committee.



(3)

Member of our executive committee.



(4)

Member of our audit committee.

        Our board of directors is divided into three classes. The term of one class of directors expires each year at the annual meeting of our shareholders (or any special meeting held in lieu thereof).shareholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among our directors and executive officers.

Backgrounds and qualifications of directors

        Below we have identified each of our directors by class. In addition, for each director we have included information regarding the director's business experience, as well as the director's particular experiences, qualifications, attributes and skills, that led our board of directors to conclude that the director should serve as a member of our board of directors.

Directors serving a term expiring at the 2016 special2018 annual meeting (Class II directors)

Nancy Hawthorne has served as a director since December 2014. Since June 2014, Ms. Hawthorne has served as founder and partner of Hawthorne Financial Advisors, a registered investment adviser in Massachusetts. From 1982 to 1997, Ms. Hawthorne was the chief financial officer and treasurer of




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Continental Cablevision. Ms. Hawthorne has served on the board of directors of Avid Technology since 1997, including as chairperson since February 25, 2018 and from May 2004 to May 2007 and as the lead independent director from October 2014 to February 2018 and from January 2008 to December 2011, and as interim chief executive officer of Avid from August to December 2007. Ms. Hawthorne has also served on the board of directors of THL Credit, Inc., a business development company, since 2009, and as the chairperson since November 2016. Ms. Hawthorne has also served on the board of directors of the Brighthouse Funds, a family of mutual funds initially established by the Metropolitan Life Insurance Company, since 1995, including as a member of its audit committee since 2009. Ms. Hawthorne has a B.A. from Wellesley College and an M.B.A. from Harvard Business School. Our board benefits greatly from Ms. Hawthorne's deep experience as a business executive and corporate board member, including as a chief executive officer, chief financial officer, chairperson of the board or lead independent director, and member of audit, nominating and governance, and strategy committees, and her perspective gained from serving both as an executive and a director for financial services firms. Our board of directors has determined that Ms. Hawthorne is an audit committee financial expert under the rules of the Securities and Exchange Commission.

Robert Holthausen has served as a director since July 2014. Prof. Holthausen has been Professor of Accounting and Finance at the Wharton School of the University of Pennsylvania since 1989, serving as the Nomura Securities Company Professor of Accounting and Finance since 1992, and was the Ernst & Young Professor of the Department of Accounting from 2004 to June 2016. Prof. Holthausen has a B.A. from St. Lawrence University, an M.B.A. from the University of Rochester, and a Ph.D. in Business Administration from the University of Rochester. Prof. Holthausen has been a Certified Public Accountant since 1973 and is a member of the American Institute of Certified Public Accountants, the American Accounting Association and the American Finance Association. Our board of directors values Prof. Holthausen's significant expertise in the areas of accounting, corporate governance structures and management compensation. Our board of directors has determined that Prof. Holthausen is an audit committee financial expert under the rules of the Securities and Exchange Commission.

Directors serving a term expiring at the 2019 annual meeting (Class III directors)

        Paul Maleh, who joined us in 1989, has served as our president and chief executive officer and as a director since November 29, 2009. Mr. Maleh served as our chief operating officer from October




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2008 through November 28, 2009, and as our executive vice president from October 2006 to November 28, 2009. From December 2006 to January 2009, he served as head of our finance platform. Mr. Maleh also directed our finance practice from 2000 to December 2006 and served as a vice president from 1999 to October 2006. Mr. Maleh received his M.B.A. from Northeastern University. As our chief executive officer, Mr. Maleh brings to our board of directors valuable leadership experience and a deep and thorough understanding of our business and operations, the day-to-day management of our business, and our industry as a whole.

        Thomas RobertsonAvery has served as a director since July 2009. From 2007February 2016. Mr. Avery served as a managing director at Raymond James & Associates from August 2000 to 2014, Dr. RobertsonDecember 2014. Prior to joining Raymond James, Mr. Avery was deanhead of the Wharton Schoolinvestment banking group and Reliance Professorco-head of Managementthe equity capital markets division at Interstate/Johnson-Lane from 1995 to 2000, a general partner at Noro-Moseley Partners from 1989 to 1995, and Private Enterprisea general partner at Summit Partners from 1984 to 1989. From 1977 to 1984, Mr. Avery served as senior vice president of The Robinson-Humphrey Company. Mr. Avery has served on the Universityboard of Pennsylvania.directors of Cicero, Inc. since July 2015. He nowalso serves as a member of the Wharton faculty. From 2006 to 2007, Dr. Robertson was special assistant to Emory University's president on issues of international strategy and a founding director of KIPP Metro Atlanta, a charter school organization serving low-income, minority children in Atlanta, Georgia. Mr. Avery has a B.S. in industrial management from the Georgia Institute for Developing Nations established jointly by Emory Universityof Technology and The Carter Center in fall 2006. From 1998 until 2007, Dr. Robertson was dean of Emory University's Goizueta Business School, andan M.B.A. from 1994 until 1998 he was the Sainsbury Professor and chair of marketing and deputy dean of the LondonHarvard Business School. From 1971 to 1994, Dr. Robertson was a member of the faculty at the Wharton School. Dr. Robertson received his M.A. and Ph.D. in marketing from Northwestern University in 1966 and his B.A. from Wayne State University in 1963. He is a director and member of the audit committee of The Carlyle Group, L.P., a publicly-traded global asset management firm. He is also a Trustee of Singapore Management University. Dr. Robertson's position as a professor of management and private enterprise at the Wharton School puts him in touch with the leading edge of business methods and thinking, which he applies to the issues we face, and allows him to provide our board of directors with invaluable insights and advice regarding strategic and management issues. Our board of directors also benefits from Dr. Robertson's extensive background in and knowledgevalues Mr. Avery's




Table of consumer services and academia. Dr. Robertson's term as a director will expire at the special meeting, and he is not standing for re-election as a director at the special meeting.Contents

William Schleyer has served as a director since January 2008. Mr. Schleyer served as chairmansignificant investment banking and chief executive officer of Adelphia Communications Corporation from March 2003 until it emerged from bankruptcy in February 2007. Adelphia was already involved in bankruptcy proceedings at the time Mr. Schleyer became its chairman and chief executive officer. Prior to joining Adelphia, Mr. Schleyer was president and chief executive officer of AT&T Broadband from October 2001 until February 2003 and a principal in Pilot House Ventures, a telecommunications venture capital company, from 1997 to 2001. From 1978 to 1997, Mr. Schleyer served in various positions at Continental Cablevision Corporation, including as its president and chief operating officer from 1993 to 1997. Mr. Schleyer received his M.B.A. from Harvard University in 1977 and his B.S. in mechanical engineering from Drexel University in 1973. Mr. Schleyer served as a director of Rogers Communications, a diversified Canadian communications and media company, from August 1998 until January 2013. Our board of directors benefits from the viewpoint Mr. Schleyer brings as a veteran business executive with experience, at the most senior levels across a diverse spectrum of companies, as well as an extensive background in and knowledgehis deep understanding of consumer services. Mr. Schleyer also brings extensive insight into corporate governance matters, derived from serving as a director for a number of other companies.the professional services industry.

Directors serving a term expiring at the 20172020 annual meeting (Class I directors)

        Rowland T. Moriarty has served as a director since 1986 and as chairman of our board of directors, a non-executive position, since May 2002. From December 1992 until May 2002, Dr. Moriarty served as vice chairman of our board of directors. Dr. Moriarty has been the chief executive officer of Cubex Corporation, an international marketing consulting firm, since 1992. Dr. Moriarty was a professor at Harvard Business School from 1981 to 1992. He received his M.B.A. from the Wharton School in 1970 and his D.B.A. from Harvard University in 1980. He is a director of Staples, Inc.,




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WEX, Inc. and Virtusa Corporation, and was a director atof Trammell Crow Company from 1997 to 2006.2006 and of Staples, Inc. from 1986 to 2016. The extensive experience, knowledge and perspective Dr. Moriarty has gained across a broad spectrum of industries as a director of these publicly-traded companies, and as an international marketing consultant and a professor of marketing, are significant assets to our board of directors. Dr. Moriarty's long-standing relationship with us has given him an intimate institutional knowledge of our business, and he has been providing invaluable leadership and guidance to our board of directors for many years.

        William Concannon has served as a director since June 2000. Mr. Concannon has served as chief executive officer of Global Workplace Solutions of CBRE, Inc., a global commercial real estate firm, since September 2015. He served as chief executive officer of Global Corporate Services of CBRE from July 2012 until September 2015, as president of Global Corporate Services of CBRE from August 2009 until July 2012, and as vice chairman of Global Corporate Services of CBRE from 2006 until August 2009. Mr. Concannon was the first real estate professional inducted into the International Association of Outsourcing Professionals' Outsourcing Hall of Fame. Mr. Concannon served as vice chairman, from June 2003, and as director, from 1991, of Trammell Crow Company, a diversified commercial real estate firm, until its acquisition by CB Richard Ellis in December 2006. Mr. Concannon received his B.S. in accounting from Providence College in 1977, where he also served on the board of trustees from 2002 until 2010. Our board of directors benefits from Mr. Concannon's wealth of experience as a senior business executive, his diverse knowledge of business management, his keen perspectives on a wide range of business issues, his deep knowledge of professional services, and his insights derived from having led business services at a large corporation, and otherwise being a recognized leader in the business community.

Directors serving a term expiring at the 2018 annual meeting (Class II directors)

Thomas AveryRobert Whitman has served as a director since February 2016.May 2017. Mr. AveryWhitman has served as a managing director at Raymond James & Associates from Augustpresident and chief executive officer of FranklinCovey since January 2000 to December 2014. Prior to joining Raymond James, Mr. Avery was headand as chairman of the investment banking group and co-head of the equity capital markets division at Interstate/Johnson-Lane from 1995 to 2000, a general partner at Noro-Moseley Partners from 1989 to 1995, and a general partner at Summit Partners from 1984 to 1989. From 1977 to 1984, Mr. Avery served as senior vice president of The Robinson-Humphrey Company. Mr. Avery has served on the board of directors of Cicero, Inc.FranklinCovey since July 2015.June 1999. He is also co-founder and Managing Partner of WhitmanPeterson, a private equity investment firm specializing in real estate and real estate-related investments. From 1992 to 2000, Mr. Whitman served as president and co-chief executive officer of The Hampstead Group, of which he is a founding partner. He also serves as a director of KIPP Metro Atlanta,Greystar Real Estate. Mr. Whitman was one of four managing partners, and a charter school organization serving low-income minority children in Atlanta, Georgia.member of both the board of directors and executive committee, of the Trammell Crow Group. While at Trammell Crow, he served as co-managing partner and co-chief executive officer of Trammell Crow Interests (hotel development; management; hospitals and other medical operations; international development, etc.), chief financial officer of the Trammell Crow Group and the Trammell Crow Company, and managing partner and chief executive officer of Trammell Crow Ventures (pension fund investment and real estate related investment banking). Mr. AveryWhitman has a B.S.B.A. in industrial managementfinance from the Georgia InstituteUniversity of TechnologyUtah and an M.B.A. from Harvard Business School. Our board of directors values Mr. Avery's significant investment bankingWhitman's extensive experience in finance and venture capital experience,private equity investing, as well as his deep understanding of the professional services industry. If re-electedleadership experience as a director at the special meeting, Mr. Avery will become a Class III director, and his term as a director will continue at least until the 2019 annual meeting of our shareholders. If Mr. Avery is not re-elected as a director at the special meeting, his term as a director will expire at the special meeting.

Nancy Hawthorne has served as a director since December 2014. Since June 2014, Ms. Hawthorne has served as founder and partner of Hawthorne Financial Advisors, a registered investment adviser in Massachusetts. From 1982 to 1997, Ms. Hawthorne was the chief financial officer and treasurer of Continental Cablevision. Ms. Hawthorne has served on the board of directors of Avid Technology since 1997, including as the lead independent director since October 2014 and from January 2008 to December 2011 and as chairperson from May 2004 to May 2007, and as interim chief executive officer of Avid from August to December 2007. Ms. Hawthorne has also served on the board of directors of THL Credit, Inc., a business development company, since 2009, and of the MetLife Funds, a family of mutual funds established by the Metropolitan Life Insurance Company, since 1995, including as a member of its audit committee since 2009. Ms. Hawthorne has a B.A. from Wellesley College and anofficer.




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M.B.A. from Harvard Business School. Our board benefits greatly from Ms. Hawthorne's deep experience as a business executive and a corporate board member, including as a chief executive officer, chief financial officer, lead independent director and member of audit, nominating and governance, and strategy committees, and her perspective gained from serving both as an executive and a director for financial services firms. Ms. Hawthorne is an audit committee financial expert under the rules of the Securities and Exchange Commission.

Robert Holthausen has served as a director since July 2014. Dr. Holthausen has been Professor of Accounting and Finance at the Wharton School of the University of Pennsylvania since 1989, serving as the Nomura Securities Company Professor of Accounting and Finance since 1992 and the Ernst & Young Professor of the Department of Accounting since 2004. Dr. Holthausen has a B.A. from St. Lawrence University, an M.B.A. from the University of Rochester, and a Ph.D. in Business Administration from the University of Rochester. Dr. Holthausen has been a Certified Public Accountant since 1973 and is a member of the American Institute of Certified Public Accountants, the American Accounting Association and the American Finance Association. Our board of directors values Dr. Holthausen's significant expertise in the areas of accounting, corporate governance structures and management compensation. Dr. Holthausen is an audit committee financial expert under the rules of the Securities and Exchange Commission.

Backgrounds of executive officers

        Below we have identified our executive officers (other than Mr. Maleh, our president and chief executive officer, who is a Class III director identified above) and provided a description of their business experience.

Arnold Lowenstein, who joined us in June 1993, has served as our chief strategy officer and executive vice president since October 2006. Mr. Lowenstein also served as a group vice president and co-head of our business consulting practice from 2001 through fiscal year 2006. Mr. Lowenstein received his M.A. in industrial economics from the University of British Columbia.

        Chad Holmes, who joined us in 2004 as part of our acquisition of InteCap, Inc., has served as our chief financial officer, executive vice president and treasurer since November 2014. Mr. Holmes has been a member of our senior management since 2009. Mr. Holmes received his M.B.A. in finance and management and strategy from Northwestern University and his B.A. in economics from the University of Notre Dame.

Jonathan Yellin, who joined us in 2004 as vice president and general counsel, was appointed as our executive vice president and general counsel effective March 28, 2017. Prior to joining us, Mr. Yellin was a senior partner in the Insolvency and Restructuring practice at Riemer & Braunstein LLP from 1999 to 2004. Mr. Yellin received his J.D.cum laude from the University of Miami School of Law in 1988 and his B.A. from The George Washington University, School of Public and International Affairs, in 1985.

Board and committee meetings


        During our fiscal year ended January 2, 2016,December 30, 2017, or "fiscal 2015,2017," our board of directors met seven times and acted by unanimous written consent once.11 times. During fiscal 2015,2017, each incumbent director attended at least 75% of the total number of meetings held by our board of directors and the committees of our board of directors on which he or she served. To the extent reasonably practicable, directors are expected to attend or participate by teleconference in board meetings, meetings of committees on which they serve and the annual meeting of our shareholders. Last year, all individuals then serving as directors attended the special meeting held in lieu of the annual meeting of our shareholders in person other than Ronald Maheu, who was not standing for re-election as a director at the meeting.person.

        Our board of directors has four standing committees: our audit committee, our nominating and corporate governance committee, our compensation committee and our executive committee. All of the members of our audit committee, our nominating and corporate governance committee, and our compensation committee are independent under the rules of the NASDAQ Stock Market. Our board of directors has adopted charters for each of these committees, which are available through the Investor Relations page of our website atwww.crai.com. Each of our audit committee, our nominating




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and corporate governance committee, and our compensation committee has the authority to retain independent advisors and consultants, with all fees and expenses paid by us.

        The membership of each standing committee of our board of directors is as follows:

Audit committee:		Compensation committee:
Robert Holthausen (Chair)		William Schleyer (Chair)
William Concannon		Thomas Avery (Chair)
Nancy Hawthorne		Rowland MoriartyWilliam Concannon
Robert Whitman		Thomas RobertsonRowland Moriarty
Nominating and corporate		Executive committee:
governance committee:		Rowland Moriarty (Chair)
William Concannon (Chair)		William Concannon
Nancy Hawthorne		Paul Maleh
Rowland Moriarty

Audit committee


        In fiscal 2015,2017, our audit committee was initially composed of Dr.Prof. Holthausen, Mr. Concannon and Ms. HawthorneHawthorne. On May 5, 2017, Mr. Whitman was appointed to the committee, and, Ronald Maheu. Mr. Maheu's term as a director expired on July 22, 2015.10,




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2017, Mr. Concannon's term on the committee ended. Our audit committee is currently composed of Dr.Prof. Holthausen, Mr. ConcannonWhitman and Ms. Hawthorne. Our audit committee provides the opportunity for direct contact between the members of our board of directors and our independent registered public accountants, which report directly to the committee. The committee assists our board of directors in overseeing the integrity of our financial statements; our compliance with legal and regulatory requirements; and our independent registered public accountants' qualifications, independence and performance. The committee is directly responsible for appointing, determining the compensation of, evaluating and, when necessary, terminating our independent registered public accountants. The committee is also responsible for reviewing and assessing the adequacy of the charter by which it is governed on an annual basis. Our audit committee has adopted procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by our directors, officers, employees and outside consultants of concerns regarding questionable accounting, internal accounting controls or auditing matters. Our audit committee is also responsible for reviewing and, if appropriate, approving related-party transactions. Our board of directors has determined that Dr.Prof. Holthausen and Ms. Hawthorne are audit committee financial experts under the rules of the Securities and Exchange Commission, and that all of the members of our audit committee are independent under the rules of the NASDAQ Stock Market. Our audit committee met ten14 times during fiscal 2015.2017.

Nominating and corporate governance committee


        In fiscal 2015, our nominating and corporate governance committee was initially composed of Dr. Moriarty and Messrs. Concannon and Maheu. On April 17, 2015, Mr. Maheu's term on the committee ended and Ms. Hawthorne was appointed to the committee. Our nominating and corporate governance committee is currently, and was during fiscal 2017, composed of Dr. Moriarty, Mr. Concannon and Ms. Hawthorne. Our nominating and corporate governance committee's responsibilities include providing recommendations to our board of directors regarding nominees for director and membership on the committees of our board of directors. The committee also assists our board of directors in our enterprise risk management by providing recommendations to our board of directors regarding succession plans for our chief executive officer. An additional function of the committee is to develop corporate governance practices for recommendation to our board of directors and, once implemented, to assist our board of directors in complying with them. Our board of directors has determined that all




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of the members of our nominating and corporate governance committee are independent under the rules of the NASDAQ Stock Market. Our nominating and corporate governance committee met fivefour times, and acted by written consent twice, during fiscal 2015.2017.

Compensation committee


        DuringIn fiscal 2015,2017, our compensation committee was initially composed of Drs.Dr. Moriarty and RobertsonMessrs. Avery and Schleyer. On July 11, 2017, Mr. Schleyer.Concannon was appointed to the committee, and, on October 13, 2017, Mr. Schleyer's term on the committee ended when he stepped down as a director. Our compensation committee is currently composed of Drs.Dr. Moriarty and Robertson and Messrs. Avery and Schleyer.Concannon. Our compensation committee's responsibilities include providing recommendations to our board of directors regarding the compensation levels of our directors; reviewing and approving, or recommending for approval by our board of directors, the compensation levels of our executive officers; providing recommendations to our board of directors regarding our compensation programs; administering our employee benefit plans, including all incentive compensation plans and equity-based plans; authorizing grants under our stock option plans and other equity-based plans; and authorizing other equity compensation arrangements. The committee is directly responsible for appointing, determining the compensation of, evaluating and, when necessary, terminating our compensation consultant, as well as evaluating the independence of any legal counsel or other advisor engaged by the committee. The committee is also responsible for reviewing and assessing the adequacy of the charter by which it is governed on an annual basis. Our board of directors has determined that all of the members of our compensation committee are independent under the rules of the NASDAQ Stock




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Market. Our compensation committee met eight times, and acted by unanimous written consent sixeight times, during fiscal 2015.2017.

Executive committee


        In fiscal 2015, our executive committee was initially composed of Dr. Moriarty and Messrs. Maheu and Maleh. On April 17, 2015, Mr. Maheu's term on the committee ended and Mr. Concannon was appointed to the committee. Our executive committee is currently, and was during fiscal 2017, composed of Dr. Moriarty and Messrs. Concannon and Maleh. Our executive committee has delineated authority to act on behalf of our board of directors in situations arising between regular meetings of our board of directors. It is intended that our executive committee will take action only when reasonably necessary to expedite our interests between regularly scheduled board meetings. Our executive committee met twicedid not meet during fiscal 2015.2017.

Board leadership structure and role in risk oversight


        We have a separate chairman of our board of directors, a non-executive position, and chief executive officer. We believe that this separation improves our corporate governance. Our chairman, Dr. Moriarty, is an independent director who provides leadership to our board of directors in establishing our overall strategic direction consistent with the input of management and our other directors. Dr. Moriarty's long-standing relationship with us has given him an intimate institutional knowledge of our business, and he has been providing invaluable leadership and guidance to our board of directors for many years. Our chief executive officer, Mr. Maleh, brings to our board of directors valuable leadership experience and a deep and thorough understanding of our business and operations and the day-to-day management of our business, which he executes within the parameters set by our board of directors. Separating these positions strengthens the independence of our board of directors, thereby facilitating its ability to execute its management oversight function and its general risk oversight function, which is discussed below. In addition, this separation allows both our chairman and our chief executive officer to have sufficient time to perform their respective responsibilities.

        Our management is responsible for the day-to-day management of the risks that we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of our enterprise risk management. In its risk oversight role, our board of directors is responsible for satisfying




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itself that our enterprise risk management processes are adequate and functioning as designed. The involvement of our board of directors in risk oversight includes receiving periodic reports from members of senior management and evaluating areas of material risk to us, including operational, financial, legal, regulatory, strategic, cybersecurity and reputational risks. Some risks, such as strategic risks and cybersecurity risks, are typically overseen by the full board. In addition, our board of directors has delegated risk oversight to each of its standing committees within their areas of responsibility. Our compensation committee assists our board of directors in its risk oversight function by overseeing strategies related to our incentive compensation programs and key employee retention. Our audit committee assists our board of directors in its risk oversight function by reviewing our system of disclosure controls and our internal controls over financial reporting, as well as reviewing and, if appropriate, approving related-party transactions. Our nominating and corporate governance committee assists our board of directors in its risk oversight function by managing risks associated with director candidate selection, governance and succession. Each member of our senior management is initially responsible for assessing and prioritizing the risks that fall under the manager's area of responsibility and, as a general rule, these risks are discussed with, and then reported to our board of directors or the applicable committee of our board of directors by, our general counsel. As part of the process by which our board oversees our enterprise risk management, from time to time our general counsel provides updates regarding enterprise risk to our board of directors in the form of presentations or discussions.




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Director candidates and selection process


        The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to our current directors and others for recommendations for candidates, meetings from time to time to evaluate biographical information and background materials relating to candidates, and interviews of selected candidates by members of the committee and other members of our board of directors. The committee often solicits the opinions of third parties with whom a potential candidate has had a business relationship. Once the committee is satisfied that it has collected sufficient information on which to base a judgment, the committee votes on the candidates under consideration.

        In evaluating the qualifications of any candidate for director, the committee considers, among other factors, the candidate's depth of business experience, intelligence, quality of judgment, integrity, familiarity with the legal, regulatory, and business consulting industry, ability to assist in recruiting outside experts and employee consultants, understanding of financial matters, familiarity with the periodic financial reporting process, reputation, level of educational attainment, degree of independence from management, contribution to the diversity of our board of directors, and willingness and ability to serve. The committee also considers the degree to which the candidate's skills, experience and background complement or duplicate those of our existing directors. Among the experiences, attributes, qualities and skills that the committee believes to be necessary for one or more members of our board of directors to possess are familiarity with the segments of the consulting industry in which we compete, substantial experience with the financial reporting process for public companies, and knowledge of the academia of economics. In the case of incumbent directors whose terms are set to expire, the committee also gives consideration to the director's prior contributions to our board of directors. In evaluating candidates, the committee prefers to retain the flexibility to consider each candidate's overall mix of qualifications, rather than to specify minimum qualifications that each candidate must possess.

        While we do not have a formal diversity policy for our board of directors, our nominating and corporate governance committee seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the discussions and decisions of our board of directors. In the committee's evaluation of candidates for director, it considers diversity with respect to viewpoints, accomplishments, skills and experience, as well as other factors in light of the current composition of our board of directors and our requirements. In selecting candidates to recommend for nomination as a director, the committee abides by our firm-wide non-discrimination policy.




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        The committee considers director candidates recommended by shareholders and uses the same process to evaluate candidates, whether the candidates are recommended by shareholders, directors, management or others. The committee has not adopted any particular method that shareholders must follow to make a recommendation. We suggest that shareholders make recommendations by writing to the chairman of our nominating and corporate governance committee, in care of our offices, with sufficient information about the recommended candidate and his or her work experience, skills, qualifications for director and references to enable the committee to evaluate the candidacy properly. We also suggest that shareholders make their recommendations well in advance of the anticipated mailing date of our next proxy statement to provide our nominating and corporate governance committee an adequate opportunity to complete a thorough evaluation of the candidacy, including personal interviews. We remind shareholders of the separate requirements set forth in our by-laws for nominating individuals to serve as directors, which are discussed in this proxy statement under the heading "Shareholder Proposals" below.




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Communications with our board of directors


        Our board of directors has established the following process for shareholders to communicate with it, and this process has been approved by a majority of our independent directors. Shareholders wishing to communicate with our board of directors should send correspondence to the attention of Chairman of the Board, CRA International, Inc., 200 Clarendon Street, T-9, Boston, Massachusetts 02116. The correspondence should include satisfactory evidence that the sender of the communication is one of our shareholders. Satisfactory evidence would include, for example, contemporaneous correspondence from a brokerage firm indicating the identity of the shareholder and the number of our shares held by the shareholder. Our chairman reviews all correspondence confirmed to be from shareholders and decides whether or not to forward the correspondence, or a summary of it, to our board of directors or a committee of our board of directors. Accordingly, our chairman reviews all shareholder correspondence, but the decision to relay any correspondence to our board of directors or a committee of our board of directors rests entirely within our chairman's discretion.

        Our board of directors believes this process suffices to handle the relatively low volume of communications we have historically received from our shareholders. If the volume of communications increases sufficiently to become burdensome to our chairman, our board of directors may elect to adopt more elaborate screening procedures.


TRANSACTIONS WITH RELATED PARTIES


Review, approval or ratification of transactions with related parties


        Under our audit committee's charter, the committee is responsible for reviewing any proposed related-party transaction, as defined under the rules of the NASDAQ Stock Market, and, if appropriate, approving the transaction. A copy of our audit committee charter is available through the Investor Relations page of our website atwww.crai.com.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


        At the close of business on April 25, 2016,23, 2018, there were issued and outstanding 8,966,7808,111,223 shares of our common stock entitled to cast 8,966,7808,111,223 votes. On April 25, 2016,23, 2018, the closing price of our common stock as reported on the NASDAQ Global Select Market was $19.67$57.43 per share.

        The following table provides information regarding the beneficial ownership of shares of our common stock as of April 25, 201623, 2018 by:

•

each person known to us to be a beneficial owner of more than five percent of our shares of common stock;



•

each of our current directors;



•

each of our named executive officers; and



•

all of our current directors and current executive officers as a group.

        The persons named in the table below have sole voting and sole dispositive power with respect to the shares listed, except as otherwise indicated. The inclusion of shares in the table below does not constitute an admission of beneficial ownership of such shares. The "Right to acquire" column represents shares of our common stock that may be purchased through the exercise of stock options within 60 days after April 25, 2016.23, 2018. The information in the table is based on information received (including via filings made under the Securities Exchange Act of 1934, as amended) from or on behalf of the persons named in the table.

		Shares beneficially owned													Shares beneficially owned
Name of beneficial owner		Outstanding			Right to acquire			Total			Percent				Outstanding			Right to acquire			Total			Percent
Paradice Investment Management LLC(1)			837,460			—			837,460			9.3	%
BlackRock, Inc.(2)			633,662			—			633,662			7.1	%
Dimensional Fund Advisors LP(3)			523,481			—			523,481			5.8	%
BlackRock, Inc.(1)																837,142			—			837,142			10.3	%
Dimensional Fund Advisors LP(2)																711,416			—			711,416			8.8	%
Renaissance Technologies LLC(3)																515,131			—			515,131			6.4	%
Paul Maleh(4)			102,802			55,832			158,634			1.8	%			122,110			74,439			196,549			2.4	%
Rowland Moriarty(5)			92,528			—			92,528			1.0	%			87,471			—			87,471			1.1	%
Arnold Lowenstein(6)			32,680			25,427			58,107			*				35,701			24,011			59,712				*
William Concannon(7)			31,014			—			31,014			*				31,657			—			31,657				*
William Schleyer(7)			28,167			—			28,167			*
Thomas Robertson(7)			23,681			—			23,681			*
Chad Holmes(8)			7,487			10,004			17,491			*				14,754			15,274			30,028				*
Jonathan Yellin(9)																8,632			9,708			18,340				*
Robert Holthausen(7)			6,320			—			6,320			*				11,263			—			11,263				*
Nancy Hawthorne(7)			5,679			—			5,679			*				10,622			—			10,622				*
Thomas Avery(7)			3,951			—			3,951			*				8,894			—			8,894				*
All current directors and executive officers as a group (ten persons)			334,309			91,263			425,572			4.7	%
Robert Whitman(7)																4,116			—			4,116				*
All current directors and executive officers as a group (nine persons)																299,519			99,421			398,940			4.9	%

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*

Less than one percent.



(1)

The number of shares of our common stock beneficially owned by Paradice Investment Management LLC is based solely on information in a Schedule 13G/A filed on February 9, 2016 by Paradice Investment Management LLC and Paradice Investment Management Pty Ltd., in which each of them reported shared voting power and shared dispositive power over 837,460 shares. The address for Paradice Investment Management LLC is 257 Fillmore Street, Suite 200, Denver, Colorado 80206. The address for Paradice Investment Management Pty Ltd. is Level 12, 139 Macquarie Street, Sydney, Australia 2000.




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(2)

The number of shares of our common stock beneficially owned by BlackRock, Inc. is based solely on information in a Schedule 13G/A filed on January 26, 20169, 2018 by BlackRock, Inc., in which it reported sole voting power over 612,454815,432 shares and sole dispositive power over 633,662837,142 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.



(3)(2)

The number of shares of our common stock beneficially owned by Dimensional Fund Advisors LP is based solely on information in a Schedule 13G/A filed on February 9, 20162018 by Dimensional Fund Advisors LP, in which it reported sole voting power over 511,344682,489 shares and sole dispositive




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power over 523,481711,416 shares. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(3)

The number of shares of our common stock beneficially owned by Renaissance Technologies LLC is based solely on information in a Schedule 13G filed on February 14, 2018 by Renaissance Technologies LLC and Renaissance Technologies Holding Corporation, in which each of them reported sole voting power over 437,700 shares, sole dispositive power over 474,832 shares, and shared dispositive power over 40,299 shares. The address for each of Renaissance Technologies LLC and Renaissance Technologies Holding Corporation is 800 Third Avenue, New York, New York 10022.



(4)

Mr. Maleh is our chief executive officer and president, and one of our directors.



(5)

Dr. Moriarty is our chairman of the board. Amount reported includes 49,000 shares held by Movex, LLC, a limited liability company whichthat is wholly owned by two family trusts.



(6)

Mr. Lowenstein isstepped down as our chief strategy officer and executive vice president.president, and ceased being an executive officer, on March 28, 2017.



(7)

Member of our board of directors.



(8)

Mr. Holmes is our chief financial officer, executive vice president and treasurer.



(9)

Mr. Yellin is our general counsel and executive vice president.




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. SEC regulations require officers, directors and greater-than-ten-percent shareholders to furnish us with copies of all Section 16(a) forms they file.

        Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during fiscal 20152017 and Forms 5 and amendments thereto furnished to us with respect to fiscal 2015,2017, or written representations that a Form 5 was not required for fiscal 2015,2017, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater-than-ten-percent shareholders during fiscal 2017 were fulfilled in a timely manner.




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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS


Director compensation


        We pay our non-employee directors, who consist of all our directors other than our chief executive officer, an annual fee of $75,000 for their services as directors. We pay an annual fee of $25,000 to the chair of our audit committee, $20,000 to the chair of our compensation committee, $10,000 to the chairs of our executive committee and our nominating and corporate governance committee, and $5,000 to each non-employee director who serves as a member, but not the chair, of any committee for service on each committee above one. Our chairman also receives an annual fee of $150,000, as well as office space, support services and healthcare benefits, for his services as chairman of our board of directors. Directors who are employees do not receive separate fees for their service as directors. All of the payments described in this paragraph are made in cash.

        Under the terms of our 2006 equity incentive plan, each director who is not employed by, and does not provide independent contractor services as a consultant or advisor to, us or our subsidiaries receives the automatic restricted stock awards described below. We refer to these directors as our "non-employee directors." Currently, our non-employee directors are Drs.Dr. Moriarty, Prof. Holthausen, Moriarty and Robertson, Messrs. Avery, Concannon and SchleyerWhitman, and Ms. Hawthorne. Each non-employee director who is re-elected as a director at, or whose term as a director continues after, the annual meeting of our shareholders (or any special meeting in lieu thereof) receives, on the date of the meeting, a restricted stock award, vesting in four equal annual installments beginning on the first anniversary of the date of grant, valued at $75,000 based on the closing price of our common stock as of the date of the meeting. In addition, each person who is first elected or appointed as a non-employee director receives, on the date of his or her election or appointment, a restricted stock award, vesting in four equal annual installments beginning on the first anniversary of the date of grant, valued at $75,000 based on the closing price of our common stock as of the date of the grant. Under our 2006 equity incentive plan, the value of these automatic grants of restricted stock awards may be changed by our board of directors.

        In fiscal 2015,2017, we gave the following grants to our non-employee directors in accordance with the terms of our 2006 equity incentive plan. In connection with his appointment to our board of directors on May 3, 2017, Mr. Whitman received a restricted stock award of 2,053 shares of our common stock. In connection with the special meeting in lieu of annual meeting of our shareholders held on July 22, 2015,12, 2017, each of Drs.Dr. Moriarty, Prof. Holthausen, Moriarty and Robertson, Messrs. Avery, Concannon and Schleyer, andWhitman, Ms. Hawthorne, and Mr. Schleyer, who served on our board of directors until October 13, 2017, received a restricted stock award of 3,1722,063 shares of our common stock. In connection with his appointment to our board of directors on February 22, 2016, Mr. Avery received a restricted stock award of 3,951 shares of our common stock. Each of these restricted stock awards vests in four equal annual installments, beginning on the first anniversary of the date of grant.

        The following table provides information regarding the compensation earned by our non-employee directors in fiscal 2015,2017, including Mr. Maheu, who served on our board of directors until July 22, 2015.Schleyer.




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Non-Employee Director Compensation Table for Fiscal 20152017


Name		Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)(2)(3)			Total ($)				Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)(2)(3)(4)			Total ($)
Rowland Moriarty			245,000			74,987			319,987				245,000			74,969			319,969
Thomas Avery													85,000			74,969			159,969
William Concannon			95,000			74,987			169,987				95,000			74,969			169,969
Nancy Hawthorne			80,000			74,987			154,987				80,000			74,969			154,969
Robert Holthausen			100,000			74,987			174,987				100,000			74,969			174,969
Ronald Maheu			61,250			—			61,250
Thomas Robertson			75,000			74,987			149,987
William Schleyer			95,000			74,987			169,987				69,375			74,969			144,344
Robert Whitman													50,000			149,965			199,965

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(1)

These grant date fair values were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation—Stock Compensation" ("ASC Topic 718"), excluding the effect of estimated forfeitures, based on the closing market price of our common stock on the date of grant. Additional details on accounting for share-based compensation can be found in note 1, "Summary of Significant Accounting Policies—Share-Based Compensation," and note 11, "Share-Based Compensation," to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2016.12, 2018.



(2)

Amount reflects the grant date fair value of a restricted stock award made to the non-employee director on July 22, 201512, 2017 and, in the case of Mr. Whitman, an additional restricted stock award granted to him on May 3, 2017 in connection with his appointment to our board of directors, under our 2006 equity incentive plan.



(3)

As of January 2, 2016,December 30, 2017, each non-employee director and Mr. MaheuSchleyer held the number of outstanding unvested shares of restricted stock set forth in the table below. On July 20, 2015,October 5, 2017, our compensation committee determined that, in recognition of Mr. Maheu'sSchleyer's exemplary service as a director, his shares of restricted stock would not be forfeited upon the termination of his service as a director on July 22, 2015, and instead would continue vesting over their specified time-based vesting schedule.October 13, 2017.

Name		Shares (#)
Rowland Moriarty			8,5976,597
Thomas Avery			7,187
William Concannon			8,5976,597
Nancy Hawthorne			5,0536,436
Robert Holthausen			5,533
Ronald Maheu			5,425
Thomas Robertson			8,5976,596
William Schleyer			8,5976,597
Robert Whitman			4,116

(4)

Non-forfeitable dividends are paid on shares of restricted stock granted to our non-employee directors under our 2006 equity incentive plan at the same time they are paid to the other holders of our common stock, whether or not the shares of restricted stock have vested. These dividends are, and have been, factored into the grant date fair values reported for the shares of restricted stock on which they were paid.

Director stock ownership guidelines


        The current policy of our board of directors is that our non-employee directors should acquire and obtain shares of our common stock (whether or not vested) with an aggregate value equal to at least 300% of the director's annual fee (currently $75,000) for serving on our board of directors. If a




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non-employee director has not achieved, or is not maintaining, this threshold, the director is required to hold 50% of the total shares of our common stock received by him or her upon the vesting of shares of restricted stock or the exercise of stock options, net of any shares sold to fund the exercise prices of option exercises or any tax withholding.




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Compensation committee interlocks and insider participation


        The members who served on our compensation committee during fiscal 20152017 were Drs.Dr. Moriarty and RobertsonMessrs. Avery, Concannon and Mr. Schleyer. None of these members was one of our officers or employees during fiscal 2015,2017, and none of these members is one of our former officers. None of our executive officers serves (or served during fiscal 2015)2017) on the board of directors or compensation committee of an entity that has one or more executive officers serving (or who served during fiscal 2015)2017) on our board of directors or compensation committee.

Compensation discussion and analysis


        This compensation discussion and analysis provides a detailed description of our executive compensation objectives, practices and programs, as well as the means by which our compensation committee determines executive compensation under those programs. This compensation discussion and analysis focuses on the compensation of our executive officers for all or part of our fiscal year 2015,2017, who were:

•

our chief executive officer, president and director, Paul Maleh;



•

our chief financial officer, executive vice president and treasurer, Chad Holmes;



•

our general counsel, Jonathan Yellin, who was additionally appointed as our executive vice president, and became an executive officer, on March 28, 2017; and



•

our former chief strategy officer and executive vice president, Arnold Lowenstein.Lowenstein, who stepped down from these roles and ceased being an executive officer on March 28, 2017.

        These executive officers are sometimes referred to as our "named executive officers." In addition, this compensation discussion and analysis also describes other compensation arrangements and actions taken sinceWhere used below, the term "executive officers" without "named" in front means either our executive officers generally, our current executive officers or our executive officers at the end of fiscal 2015 to the extent that these descriptions enhance the understanding of our executive officer compensation programs2017, and practices.thus would not specifically include Mr. Lowenstein.

        As used below, the terms "senior corporate leaders," "practice leaders" and "key revenue generators,"generators" refer to the following groups of our employees:

•

senior corporate leaders:  our executive officers and other senior-level corporate leaders;



•

practice leaders:  our senior employee consultants who lead our practice groups; and



•

key revenue generators:  our senior and other employee consultants who generate a high level of revenue for us.

Executive Summary

Executive officers

        We seek to align the compensation we pay our executive officers with the interests of our shareholders. Our executive officers' total compensation each fiscal year is generally comprised of a mix of base salary and a much larger portion of variable at-risk compensation consisting of annual incentive cash bonuses, and long-term incentive equity awards and, in some cases, long-term incentive cash awards. This mix of fixed and variable at-risk compensation is designed to create competitive compensation packages that reward our executive officers for achieving our long-term and short-term business




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objectives, including increasing our growth, profitability and shareholder value, without encouraging unnecessary or excessive risk-taking.




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Our LTIP and 2006 equity incentive plan

        We believe that the equity compensationand cash awards granted under our long-term incentive program, or "LTIP," and 2006 equity incentive plan isare the cornerstonefoundation of our overall pay-for-performance compensation program for our senior corporate leaders, practice leaders and other key revenue generators. These equity awards serve to motivate high levels of performance, recognize these employees' contributions to our success, and encourage them to consider our long-term growth and profitability, thereby aligning their interests with the interests of our shareholders. We conduct our business in a very competitive environment. In order to remain competitive, we must be able to recruit and employ top-flight corporate officers and employee consultants who have abundant talent, demonstrated skills and experience, and, as to employee consultants, the ability to become key revenue generators for us. In addition, we must be able to retain our senior corporate leaders, practice leaders and other key revenue generators. We believe that equity compensation is athe awards granted under the LTIP are vital partparts of the compensation that we must provide in order to achieve those goals. Although the LTIP has historically been focused on equity awards, and it would be our preference for equity awards to remain a focus of our LTIP going forward, constraints on the number of shares available under our 2006 equity incentive plan have resulted in cash awards playing a more prominent role in the LTIP, especially to our senior corporate leaders (other than our executive officers) and our key revenue generators, whose LTIP awards consisted of entirely cash awards in fiscal 2017.

        Our LTIP servesAs of April 23, 2018, we had 463,215 shares available for grant under our 2006 equity incentive plan as a framework forcounted under the equity compensationplan. As the plan counts each full-share award granted under the plan (essentially all awards we grant other than stock options) as 1.83 shares, this number represents only 253,123 full-share awards available for grant under the plan. We believe that if our shareholders do not adopt the proposed amendments to our 2006 equity incentive plan described below, our ability to attract, retain and motivate our senior corporate leaders, practice leaders and other key revenue generators under our 2006will be impaired because we will not able to offer them sufficient levels of long-term incentive equity incentive plan. The composition and mixcompensation.




Table of the equity awards granted under our LTIP are the same for our senior corporate leaders, as they are for our practice leaders and other key revenue generators. The vital role that our LTIP and 2006 equity plan play in the compensation of the employee consultants who are our practice leaders and other key revenue generators is evidenced by the fact that the LTIP awards granted to them represented on average 83% of the LTIP awards granted during fiscal 2013 through 2015.Contents

Compensation program highlights

        The table below discusses the material features of our compensation programs.

Compensation Program Highlights
Practice		Highlights
Pay for Performance		•		Annual Incentive Cash Bonuses. The annual incentive cash bonuses our executive officers are eligible to receive are tied to the achievement of objective financial goals and individual strategic goals tailored to the executive officer.
				In fiscal 2015, these2017, the target payments of annual incentive cash bonuses constituted over 57% of the target cash compensation of our chief executive officer and 44% of the target cash compensation of our chief financial officer.executive officers.1
		• Variable At-Risk Compensation. The compensation packages granted to our executive officers include a significant percentage of variable at-risk compensation with value tied to our performance or the performance of our common stock.
		In fiscal 2015, variable at-risk compensation in the form of annual incentivePerformance-Based LTIP Awards. The equity and cash bonuses andawards granted under our LTIP equity awards comprised over 72% of the target total compensation of our chief executive officer and over 60% of the target total compensation of our chief financial officer.




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Compensation Program Highlights
Practice		Highlights
		• LTIP PRSUs. Performanceinclude performance-vesting restricted stock units or "PRSUs,"("PRSUs") and performance-based cash awards, with vesting tied to the achievement of objective financial goals over a period of at least one or more fiscal year, constitute 40% of the awards granted to our senior corporate leaders, practice leaders and other key revenue generators under our LTIP.years.
		•		CEO Salary. Our performance is one of the primary factors considered by our compensation committee in determining our chief executive officer's salary.
		In fiscal 2015, our CEO received his first salary increase since fiscal 2012 in recognition of our improved performance over fiscal 2012, 2013 and 2014. •
		• Risk Mitigation. To further ensure that payment under our executive compensation packages is commensurate with our performance, these packages have the features discussed in the "Risk Mitigation" section below.
​	​	​	​	​
Use of Variable, At-Risk Compensation		•		Variable At-Risk Compensation. The compensation packages granted to our executive officers include a significant percentage of variable at-risk compensation, including equity awards, the value of which after granting fluctuates with the performance of our common stock, and cash and equity awards with performance objectives that are tied to our performance.
				In fiscal 2017, variable at-risk compensation2 comprised over 66% of the target total compensation of our executive officers.3
​	​	​	​	​
Retention		•		4-Year Vesting PeriodSchedule. The stock options, time-vesting restricted stock units or "RSUs,"("RSUs"), and PRSUs granted to our senior corporate leaders, practice leaders and other key revenue generators under our LTIP all have vesting periods ofvest over 4 years, with the first tranche vesting no earlier than the first anniversary of the date of grant. The same was true for all service-based and performance-based cash awards granted under our LTIP in fiscal 2017.
		In fiscal 2015, over 33% of the aggregate target compensation of our chief executive officer and chief financial officer was comprised of the grant date fair values of equity •		Minimum First Year Vesting Tranche. All awards under our LTIP.2006 equity incentive plan are granted with a minimum one-year vesting period, subject to a carve out for up to 5% of the shares issuable under the plan.

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¹

Target cash compensation includes salary, target annual incentive cash bonuses for 2017 fiscal year performance, and service-based cash LTIP awards to the extent scheduled to vest in fiscal 2017, but excludes any service-based cash LTIP awards not scheduled to vest in fiscal 2017 and any performance-based cash LTIP awards for performance extending beyond fiscal 2017.



²

Variable at-risk compensation includes annual incentive cash bonuses for 2017 fiscal year performance, performance-based cash LTIP awards, and all equity LTIP awards, in each case measured at target, but excludes salary and service-based cash LTIP awards.



³

Target total compensation includes target cash compensation as described in footnote 1 above, as well as all performance-based cash LTIP awards and all equity LTIP awards, measured at target.




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Compensation Program Highlights
Practice		Highlights
		•		Performance PeriodDividends. Since 2011,we have begun paying dividends in the PRSUsfourth quarter of 2016, the only dividends paid with respect to unvested equity awards have been dividends on unvested shares of restricted stock issued to our non-employee directors and, as to one grant in 2014, our chief executive officer. The dividend equivalent rights that accrue with respect to the restricted stock units granted under our LTIP have had a performance period of 2 years.2006 equity incentive plan are subject to vesting on the same terms as the underlying award, and thus cannot be paid or otherwise settled until the underlying award has vested.
		The employment of only 3 of the 33 2013 LTIP participants terminated prior to the end of the 2013 PRSUs' 2-year performance period.
		The employment If our stockholders approve the changes to our 2006 equity incentive plan as set forth in Proposal Three, the plan will prohibit the payment of only 1dividends or the accruing of dividend equivalent rights on stock options and stock appreciation rights granted under the 38 2014 LTIP participants has terminated duringplan, and will prohibit the 2014 PRSUs' 2-year performance period (which will endpayment of dividends, and the settlement of dividend equivalent rights accruing, on December 31, 2016).unvested full-share awards granted under the plan after the meeting, all as further described below under the heading "Dividends and dividend equivalent rights."
​	​	​	​	​
Shareholder Alignment		•		Annual Incentive Cash Bonuses. Since 2012,In fiscal 2017, 70% of the target amount of the annual incentive cash bonuses that our chief executive officers have beenofficer and chief financial officer were eligible to receive, (other than components directly linkedand 30% of the target amount of the annual incentive bonus that our general counsel was eligible to revenue sourcing or oversight) has beenreceive, were tied to the achievement of net revenue and profitability goals, weighted equally between them, motivating both top-line and bottom-line growth.




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Compensation Program Highlights
Practice		Highlights
		•		LTIP Stock OptionsEquity Awards. Stock options, whichThe awards granted under our LTIP include equity awards that gain value only as our stock price increases after the date of grant, constitute 30% of the awards granted to our senior corporate leaders, practice leaders and other key revenue generators under our LTIP.
		• LTIPincluding PRSUs. The performance-vesting for the PRSUs granted under our LTIP is based on revenue growth and profitability measures over a performance period of one fiscal year or longer, motivatingwhich additionally motivate both top-line and bottom-line growth.
​	​	​	​	​
Risk Mitigation		•		Mix of Compensation. OurIn fiscal 2017, our executive officer compensation contained a mix of salary, annual incentive cash bonuses and long-term incentive cash and equity compensation is designed to keep our senior corporate leaders, practice leaders and other key revenue generatorsexecutive officers motivated without encouraging unnecessary or excessive risk-taking.
		•		Performance Award Caps/Committee Discretion. The annual incentive cash bonuses that our executive officers arewere eligible to receive (other than components tied directly to the executive officer's revenue generation or oversight), and the PRSUs granted under our LTIP, arefor fiscal 2017 were subject to maximum payment amounts and have targets tied to the achievement of revenue and profitability measures. The annual incentive cash bonuses our executive officers are eligible to receive are subject to the discretion of our compensation committee to reduce or eliminate the amount paid, regardless of the performance achieved, mitigating the risk that they could lead to payments that are not commensurate with our actual performance.
		In fiscal 2015, our chief executive officer offered to reduce the aggregate amount payable to our executive officers under their annual incentive cash bonuses by more than 10% of the earned payment amount, and this offer was accepted by our compensation committee. •
		Since fiscal 2011, the maximum number of shares of our common stock issuable under each PRSU granted under our LTIP has been 125% of the PRSU's target amount.
		• Stock Ownership Guidelines. We have the rigorous stock ownership requirements for equity and cash awards granted under our LTIP described in the "Stock Ownership"Ownership Guidelines" section below, which motivate our senior corporate leaders, practice leaders and other key revenue generators to consider our long-term performance.




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Compensation Program Highlights
Practice		Highlights
		•		Independent Compensation Consultant. Our compensation committee can seek, and has sought and received, advice regarding the structuring of our compensation programs from an independent compensation consultant.
				In fiscal 2015,2017, our compensation committee received advice from Semler Brossy Consulting Group, LLC, which the committee determined was independent from us.




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Compensation Program Highlights
Practice		Highlights
		•		Clawback Policies. We have adopted the compensation recovery policies discussed in the section "Clawback Policies" below.
​	​	​	​	​
No Derivatives, Hedging, Short Sales; Limited Pledging		•		Derivatives, Hedging, Short Sales. Our trading policies prohibit transactions in derivatives, hedging or short sales.
		•		Pledging. Our trading policies prohibit pledging without the approval of our chief executive officer or our general counsel.
​	​	​	​	​
Acceleration Following Change in Control		•		Cash Plan Awards. The annual incentive cash bonuses our executive officers are eligible to receive under our cash incentive plan are automatically accelerated in connection with a change in control only if the awards are neither assumed nor substituted for.
		•		Equity Plan Awards. There is no automatic acceleration of equity awards under our 2006 equity incentive plan, or under our form agreements for these awards, in connection with a change in control.
		None of our executive officers has an employment agreement. None of our executive officers has an agreement providing for acceleration of equity awards in connection with a change in control. Acceleration in connection with a change in control of assumed or substituted for equity awards granted under our 2006 equity incentive plan is limited to double-trigger acceleration, and acceleration in connection with a change in control of performance awards that are neither assumed nor substituted for is limited to acceleration based on actual performance that is prorated for the portion of the performance period that has been completed.
​	​	​




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​	​
Compensation Program Highlights
Practice		Highlights
Clawback Policies		•		NEOs. In April 2015, ourOur board of directors has adopted an omnibus equity and incentive compensation recovery policy, which enables it to seek recoupment of annual or long-term incentive cash or equity compensation granted after April 30, 2015 (including equity awards granted under our 2006 equity incentive plan) from our current or former named executive officers in the event of an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws (excluding restatements resulting from changes to applicable accounting principles) together with a determination by our board of directors that the applicable person, individually or with others, was directly responsible for this noncompliance. The amount recoverable pursuant to this policy cannot exceed the additional compensation received by the applicable person as a result of the financial statements initially used to determine his or her compensation differing from the restated form, and no compensation can be recovered under this policy more than three years after it was paid or vested, as applicable..
​	​	• Cash Incentive Plan. The annual incentive cash bonuses our executive officers are eligible to receive under our cash incentive plan with respect to any given fiscal year are subject to recoupment, reimbursement or forfeiture under the plan if our financial statements for that fiscal year are negatively affected by a restatement as a result of errors, omissions, or fraud.
​	​	​
Stock Ownership Guidelines		•		LTIP Awards. The equity awards granted to our senior corporate leaders, practice leaders and other key revenue generatorscash awards under our LTIP are subject to rigorous stock ownership thresholds, which are set at 400% of annual base salary for our chief executive officer, 300% of annual base salary for each of our other executive officers, and 140% of annual base salary for our practice leaders and other key revenue generators. In general, until these thresholds are met and would continue to be met, LTIP participants may not sell shares received upon the vesting of LTIP awards or exercise stock options granted under our LTIP prior to the termination of their employment with us.
​	​	​
NEOs and Key Revenue Generators Participate on Same Basis in LTIP ​		• LTIP Awards Mix. The composition and mix of the equity awards granted under our LTIP are the same for our senior corporate leaders, as they are for the employee consultants who are our practice leaders and other key revenue generators: 30% stock options (with options valued at one-half of a share for this purpose), 30% time-vesting RSUs and 40% performance-vesting RSUs.




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Compensation Program Highlights
Practice		Highlights
		The LTIP awards granted to the employee consultants who are our practice leaders and other key revenue generators represented on average 83%of the LTIP awards granted during fiscal 2013 through 2015.
		​
No NEO Tax Gross Ups		•		No NEO Tax Gross Ups. None of our named executive officers has an agreement that provides for any form of tax gross up.
​	​	​	​	​
Limited NEO Perquisites		•		Limited NEO Perquisites. Except for modest perquisites, for parking and reimbursement for certain health and dental premiums and expenses, our executive officers receive benefits that are comparable to the benefits provided to our other employees and pay costs and taxes on such perquisites on the same basis as other employees.
​	​	​	​	​
No NEO Employment Agreements		•		No NEO Employment Agreements. None of our named executive officers has an employment agreement.
Section 162(m)




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•

Qualified Performance-Based Compensation. The annual incentive cash bonuses granted under our stockholder-approved cash incentive plan, and the stock options and PRSUs granted under our 2006 equity incentive plan, to our named executive officers are intended to be "qualified performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code, preserving the deductibility of amounts paid under them.

In fiscal 2015, Section 162(m) only minimally limited the deductibility of the compensation we paid to our chief executive officer, and it did not limit the deductibility of the compensation we paid to our other named executive officers.






Consideration of the 2015 say on pay2017 say-on-pay vote

        At the special meeting in lieu of annual meeting of our shareholders held on July 22, 2015,12, 2017, we held a non-binding, advisory shareholder vote on the compensation of our named executive officers as disclosed in the proxy statement filed in connection with that meeting, pursuant to Item 402 of Regulation S-K (including in the compensation discussion and analysis, compensation tables and accompanying narrative disclosures), commonly referred to as a "say-on-pay" vote. Our shareholders overwhelmingly approved the compensation of our named executive officers, as over 97%99% of the shares voted at the specialannual meeting on the say-on-pay resolution (excluding abstentions and broker non-votes) were voted in favor of it.

        As we evaluated our compensation practices and policies for and throughout fiscal 2015,2017, our compensation committee was mindful of the strong support our shareholders expressed for our philosophy of aligning the compensation of our executive officers with our interests and the interests of our shareholders. As a result, our compensation committee decided to follow the same general approach to executive officer compensation for fiscal 20152017 that it has followed since fiscal 2010, including granting salary, annual incentive-based cash bonuses equity awards under our LTIP and our 2006 equitycash incentive plan, toand equity awards under our senior corporate




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leaders (including our executive officers), practice leaders and other key revenue generators.        Our compensation committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions.

Compensation objectives

        Our growth and long-term success depend upon our ability to attract and retain talented and highly qualified corporate executives and employee consultants. The main objectives of our compensation programs are:

•

to provide competitive compensation packages that enable us to attract, retain and reward talented and highly-qualified corporate executives and employee consultants who will contribute or are contributing to our growth and long-term success;



•

to align compensation with the interest of our shareholders, and motivate and reward high levels of performance achieved without taking unnecessary or excessive risks, by linking a substantial portion of compensation to performance;



•

to recognize and reward the achievement of pre-established objective financial and individual performance goals; and



•

to make a reasonable effort to cause compensation paid to our named executive officers to be deductible by us while simultaneously providing them with appropriate rewards for their performance.

We believe these objectives are furthered by the use of compensation packages that include salary, annual incentive cash compensation, and long-term incentive equity and/or cash compensation.

Compensation processes and procedures

Role of our compensation committee and chief executive officer

        The compensation committee established by our board of directors is currently composed of Mr. Schleyer,Avery, who is the chairman, Drs.Dr. Moriarty and Robertson, and Mr. Avery,Concannon, all of whom are independent directors (within the rules of the NASDAQ Stock Market) and outside directors (within the meaning of Section 162(m) of the Internal Revenue Code). Our compensation committee is governed by a written charter adopted by our board of directors. A copy of our compensation committee charter is available through the Investor Relations page of our website atwww.crai.com. Under the charter, our compensation committee is responsible for recommending to our board of directors the compensation philosophy and policies that we should follow, particularly with respect to the compensation of




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members of our senior management. In addition to and among the other duties set forth in this proxy statement under the heading "Corporate Governance—Executive officers and directors—Compensation committee" above, the committee is responsible for:

•

reviewing and approving, or recommending for approval by our board of directors, the compensation of our executive officers, including our chief executive officer;



•

setting, in consultation with management, as applicable, and, if desired by the committee, our compensation consultant, the corporate and individual performance criteria, performance targets and payment formulas of our executive officers' cash and equity incentive compensation, and overseeing the evaluation of our executive officers in light of those criteria and targets;



•

administering, reviewing and making recommendations to our board of directors with respect to our employee benefit plans, including our incentive cash compensation plans and our equity-based plans;






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•

appointing, determining the compensation of, evaluating and, when necessary, terminating our compensation consultant, as well as evaluating the independence of any compensation consultant, legal counsel or other advisor engaged by the committee;



•

reviewing and assessing the adequacy of its charter on an annual basis;



•

evaluating whether or not our compensation practices and policies create unnecessary or excessive risks; and



•

reviewing and discussing with management our disclosures to be included in our annual proxy statement and annual report on Form 10-K regarding executive compensation, including the sections of this proxy statement entitled "Compensation of Directors and Executive Officers—Compensation discussion and analysis" and "Compensation of Directors and Executive Officers—Compensation policies and practices as they relate to risk management" below.

        When developing recommendations for the compensation of our executive officers other than our chief executive officer, the committee also takes into account recommendations made by our chief executive officer. Our chief executive officer is not permitted to be present when our compensation committee is deliberating on our chief executive officer's compensation.

Compensation consultant

        Our compensation committee has the authority to engage and receive advice from external compensation consultants, with all fees and expenses paid by us. In fiscal 2015,2017, the committee engaged and received advice from Semler Brossy Consulting Group, LLC, or "Semler Brossy." Semler Brossy reports directly to the committee and provides services only as directed by the committee. Our compensation committee has reviewed Semler Brossy's policies regarding independence and conflicts of interest and assessed Semler Brossy's independence based on, among other things, this review and consideration of the other factors required by the rules of the Securities Exchange Act of 1934, as amended, and the NASDAQ Stock Market. Based on this review and consideration, the committee has determined that Semler Brossy is independent from us and that the services provided to us by Semler Brossy in fiscal 20152017 raised no conflicts of interest.

        In fiscal 2015,2017, Semler Brossy provided our compensation committee with information relating to the executive officer compensation levels and practices of our peers, and other companies roughly the same size as us, and generally advised the committee regarding the design of our executive officer compensation packages, and our compensation committee considered this data when setting our named executive officer compensation packages for fiscal 2017. In addition, in fiscal 2017, Semler Brossy advised our compensation committee regarding the special award granted to our chief executive officer in fiscal 2017 described below under the heading "Executive officer compensation in fiscal 2017—




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Special awards granted to Mr. Maleh in fiscal 2017" and provided our compensation committee with information related to the structure of our 2006 equity incentive plan (in which our executive officers and directors participate), and our LTIP (in which our executive officers participate), including its stock ownership guidelines..

        Although Semler Brossy does not generally participate in meetings of our compensation committee, Semler Brossy may participate, by invitation, in portions of some of the meetings of our compensation committee, including some of the executive sessions without any members of management present. In addition, the chair of our compensation committee and, with respect to the compensation of our other executive officers, our chief executive officer at the direction of our compensation committee may consult with Semler Brossy outside of these meetings.

Setting executive officer compensation and peer groups

        In general, our compensation committee is responsible for reviewing and approving, or recommending for approval by our board of directors, the compensation of our executive officers, including our chief executive officer. In fiscal 2015,2017, the compensation of our executive officers was reviewed and approved by our compensation committee. When developing recommendations for the compensation of our executive officers other than our chief executive officer, our compensation committee also took into account recommendations made by our chief executive officer.




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        To achieve our executive compensation objectives stated above, our compensation committee does not target any particular benchmarks, and instead strives to make decisions concerning executive compensation that:

•

establish incentives that link executive officer compensation to our financial performance and that motivate our executives to attain annual financial targets and long-term strategic goals;



•

provide total compensation packages that are competitive among our peers that offer consulting services similar to ours;



•

establish personal objectives that link executive officer compensation to the achievement of goals that correlate to our growth and long-term financial success; and



•

otherwise align the interests of our executive officers and our shareholders.

        Although we compete with other consulting firms to retainacquire top talent and strive to attract and retain our key employees, including our executive officers, our compensation committee does not target any explicit compensation positioning relative to our peers. Instead, peer group information is just one of the factors considered by our compensation committee when establishing the appropriate level of compensation for our executive officers, and the appropriate allocation of their compensation among salary, annual incentive, and long-term incentive compensation and between cash and equity compensation. Other factors considered by our compensation committee include the scope of the executive officer's role, the executive officer's individual performance and experience, and our performance.

        In setting our executive officer compensation in fiscal 2015,2017 and other recent fiscal years, our compensation committee has also considered the analysis provided by Semler Brossy regarding the compensation being paid to its executive officers by our "2015a peer group" which was comprised of the following public professional service firms that are in businesses comparable to ours:

•

FTI Consulting, Inc.



•

Huron Consulting Group Inc.



•

Navigant Consulting, Inc.



•

ICF International




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        In addition, in setting the fiscal 20152017 compensation of our chief executive officer and chief financial officer, our compensation committee also reviewed data provided by Semler Brossy in fiscal 2017 derived from the 20142016 Willis Towers Watson and 2015 Mercer industry surveys of the compensation of these executive officers by companies of roughly the same size as us.us, with the data regressed to our revenue.

Executive officer compensation in fiscal 20152017

        The principal components of our executive officer compensation granted in or for our fiscal year ending January 2, 2016December 30, 2017 were (i) cash compensation, consisting of base salary and annual incentive cash bonuses that our executive officers were eligible to receive based on our fiscal 20152017 performance under our cash incentive plan, and (ii) long-term incentive equity compensation consisting of stock options and restricted stock unit awards vesting over four years, and performance-vesting restricted stock unit awards based on our fiscal 20162018 and fiscal 20172019 performance, granted under our LTIP. In addition, as discussed in more detail below, (i) our general counsel and executive vice president, Mr. Yellin, received service-based and performance-based cash awards under our LTIP prior to becoming an executive officer on March 28, 2017, and (ii) our chief executive officer, Mr. Maleh, received on July 12, 2017 a special award, outside of our LTIP, consisting of a service-based cash award under our cash incentive plan and a performance-based restricted stock unit award for fiscal 2018 performance.

        We believe that mixing base salary, annual incentive cash bonuses and long-term incentive equity compensation vesting based on time and/or performance is consistent with our overall compensation philosophy because it rewards performance without encouraging unnecessary or excessive risk-taking, provides competitive compensation packages relative to our peers, aligns the interests of our executive officers and our shareholders, and helps us attract and retain top talent.




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Salary

        We include base salary in our executive officer compensation packages because we believe it is appropriate for a portion of compensation to be fixed and predictable, and because the use of base salary is consistent with the compensation provided to the similarly situated executives of our peers. Additionally, we believe that sufficient base compensation reduces our executive officers' motivation to take unnecessary or excessive risks. Our compensation committee generally fixes the annual base salary of our executive officers at its regularly scheduled meeting in the first fiscal quarter of each year. Each executive officer's base salary reflects his or her position, experience, past contributions and potential. Annual changes to an executive officer's base salary, if any, are based on the committee's assessment of the individual performance of the executive officer, our overall performance and the performances of our business practices, any changes in the executive officer's role, general economic conditions (such as inflation), and economic forecasts. In determining the base salaries of our executive officers, the committee is also generally mindful of our overall goal of remaining competitive with our peers and retaining our executive officers.

        On April 3, 2015,March 28, 2017, our compensation committee set the annual rates of base salary for our executive officers as follows: $660,000$710,000 for Mr. Maleh, our president and chief executive officer; $350,000 for Mr. Holmes, our chief financial officer, executive vice president and treasurer; and $400,000$375,000 for Mr. Lowenstein,Yellin, our chief strategy officergeneral counsel and executive vice president. In increasing Mr. Maleh's annual rate of base salary to $660,000,$710,000, the committee considered the improvements in our performance over fiscal 2012, 20132015 and 2014,2016, during which period Mr. Maleh's annual rate of base salary was fixed at $600,000,$660,000, as well as advice from Semler Brossy that, even with such an increase, would lead to Mr. Maleh's annual rate of base salary being appropriately positioned relative towould be below the base salaries of the chief executive officers in our 2015 peer group. As theOur compensation committee had just set the annual rate of base salary of Mr. Holmes upon his promotion to our chief financial officer, executive vice president and treasurer in November 2014, it did not increase his annual rate of base salary for fiscal 2015. Semler Brossy advised the committee that Mr. Holmes's annual rate of base salary for 2015 remained appropriately positioned relative to the base salaries of the chief financial officers in our 2015 peer group.fiscal 2017 at its fiscal 2016 level. Our compensation committee increased Mr. Lowenstein'sYellin's annual rate of base salary which has remained at $400,000 sinceby $25,000 for fiscal 2010, is split evenly between2017 in connection with his dual rolespromotion to executive vice president on March 28, 2017. The fiscal 2017 annual rate of base




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salary for Mr. Lowenstein, who stepped down as our corporate chief strategy officer and a senior employee consultant.executive vice president on March 28, 2017, was $400,000, the same as it was for fiscal 2016.

Annual incentive cash bonuses

        In addition to base salary, the cash compensation of our executive officers for fiscal 2015 also2017 included annual incentive cash bonuses that our executive officers were eligible to receive under our cash incentive plan, based on the achievement of performance goals linked to our fiscal 2015 consolidated non-GAAP net revenue, our fiscal 2015 consolidated non-GAAP Adjusted EBITDA, subjective individualcertain performance goals for fiscal 2015 (with this last component, in the case of our chief executive officer, being limited by an objective performance formula based on our fiscal 2015 consolidated non-GAAP Adjusted EBITDA) and, in the case of Mr. Lowenstein, the revenue sourced by him in fiscal 2015.metrics. The use of these annual incentive cash bonuses permitpermits us to provide our executive officers with motivation to pursue particular objectives in any given year that are consistent with our growth and profitability, as well as the overall goals and strategic direction set by our board of directors. These annual incentive cash bonuses also tie compensation to performance, and thus play an important role in our pay-for-performance philosophy. The importance of this philosophy to us and our compensation committee is demonstrated by the fact that in fiscal 20152017 the target payment amounts under these annual incentive cash bonuses constituted over 57% of the target cash compensation of our chief executive officer and 44% of the target cash compensation of our chief financial officer.

        An analysis of the cash incentive bonuses that our executive officers were eligible to receive for fiscal 2015 performance, as well as the determination by our compensation committee on March 7,




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2016 of the actual amounts to be paid with respect to them, is set forth below. A more complete description of our cash incentive plan is contained in this proxy statement under the headings "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards—Cash incentive plan."

Performance criteria and targets of fiscal 20152017 annual incentive cash bonuses.

        On April 3, 2015,March 28, 2017, our compensation committee determined the performance criteria, performance targets and payment formulas of the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 20152017 performance under our cash incentive plan.

        The performance criteria underlying these annual incentive cash bonuses were based on our fiscal 2017 consolidated non-GAAP financial metricsnet revenue, our fiscal 2017 "Performance Compensation EBITDA," and subjective individual performance goals for fiscal 2017 (with this last component, in the case of our chief executive officer, Mr. Maleh, being limited by an objective performance formula based on our fiscal 2015 consolidated net revenue (excluding the impact of our NeuCo subsidiary,2017 Performance Compensation EBITDA).¹⁵ acquisitions, discontinued operations and extraordinary and special items, as determined by our compensation committee) and our fiscal 2015 consolidated Adjusted EBITDA (excluding the impact of our NeuCo subsidiary, acquisitions, discontinued operations and extraordinary and special items, as determined by our compensation committee and, in calculating Adjusted EBITDA from our income from operations, excluding the following non-cash expenses: depreciation and amortization, share-based compensation expense and amortization of forgivable loans), and on individual subjective performance goals for fiscal 2015 tailored for each executive officer. These

        The net revenue and earnings performance criteria were weighted equally, with each tied to 35% of the target payment amount of thesethe annual incentive cash bonuses.bonus, in the case of our president and chief executive officer, Mr. Maleh, and our chief financial officer, executive vice president and treasurer, Mr. Holmes, and to 15% of the target payment amount of the annual incentive cash bonus, in the case of our general counsel and executive vice president, Mr. Yellin. This equal weighting of objective financial performance criteria is designed to motivate our executive officers to consider and

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⁴

See footnote 1 for the determination of "target cash compensation."



⁵

As used here, "Performance Compensation EBITDA" means our consolidated GAAP net income reported in our audited financial statements for fiscal 2017, with the following charges added back: interest expense, net, provision for income taxes, depreciation and amortization, share-based compensation expense, amortization of forgivable loans, and other expense, net, all as additionally adjusted for the further non-GAAP adjustments set forth in the following sentence. The net revenue and Performance Compensation EBITDA metrics used for these annual incentive cash bonuses were also subject to the following additional non-GAAP adjustments: the exclusion of the impact of our GNU123 Liquidating Corporation subsidiary, which was formally known as "NeuCo, Inc." prior to the sale of substantially all of its assets on April 13, 2016. ("GNU"), acquisitions (other than C1 Consulting), discontinued operations, and extraordinary and special items, each to the extent that they arose during fiscal 2017. In fiscal 2017, the additional non-GAAP adjustments used when calculating the actual non-GAAP net income and Performance Compensation EBITDA for these annual incentive cash bonuses were for GNU's activity, valuation changes in certain contingent consideration, certain impairment charges incurred in the second quarter of fiscal 2017, consideration paid in connection with our transaction with IQVIA, and the estimated impact of the Tax Cuts and Jobs Act ("Tax Act").




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improve both our growth and our profitability, thereby aligning their interests with the interests of our shareholders, and Semler Brossy advised our compensation committee in fiscal 2017 that this weighting iswas in line with the practices of our 2015 peer group.

The performance targets established by our compensation committee for these objective financial performance criteria were $323.2$369.6 million for our fiscal 20152017 consolidated non-GAAP net revenue (with the exclusions described above) and $55.3$64.2 million for our fiscal 2015 consolidated non-GAAP Adjusted EBITDA (with2017 Performance Compensation EBITDA.

        The subjective individual goals were tied to 30%, in the exclusions described above).

        30%case of our chief executive officer, Mr. Maleh, and our chief financial officer, Mr. Holmes, and 70%, in the case of our general counsel, Mr. Yellin, of the target payment amountsamount of the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 2015 performance was based on subjectivebonus. The individual performance goals. This component of these bonuses is designed to motivate our executive officers to pursue individual, qualitative and strategic goals consistent with their particular roles. These subjective individual goals were set for our executive officers (other than Mr. Maleh, our chief executive officer) by our compensation committee in consultation with our chief executive officer and, for Mr. Maleh, by our compensation committee.

        In setting the relative importance of thisthe individual component asof these bonuses compared to the components based on objective financial performance criteria, our compensation committee received advice from Semler Brossy in fiscal 2017 that the 30% weighting remainschosen for our chief executive officer and chief financial officer were in line with other members of our 2015 peer group with executive officercorresponding annual incentive cash bonuses structured to include a component based on individual performance or strategic goals.

        The annual incentive cash bonus that Mr. Lowenstein was eligible to receive for fiscal 2015 performance included an additional component based on the revenue sourced by Mr. Lowenstein in fiscal 2015 in order to recognize the importance of, and to reward, Mr. Lowenstein's direct client revenue sourcing activities, in addition to his management performance as our chief strategy officer.

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¹

Our subsidiary NeuCo, Inc., or "NeuCo," develops and markets a family of neural network software tools and complementary application consulting services that are currently focused on electric utilities. As of January 2, 2016, our ownership interest in NeuCo was 55.89%.




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Payment formulas of annual incentive cash bonuses for fiscal 20152017 performance.

        The overall target payments for the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 20152017 performance, excluding Mr. Lowenstein's revenue sourcing bonus, which did not have a pre-determined target payment, were as follows: for Mr. Maleh, $900,000 (or approximately 136%127% of annual base salary); for Mr. Holmes, $275,000 (or approximately 79% of annual base salary); and for Mr. Lowenstein, $200,000Yellin, $220,000 (or 50%approximately 59% of annual base salary). The target payment for the annual incentive cash bonus granted to Mr. Maleh in fiscal 2015 remained at the level initially set by the compensation committee in fiscal 2012, although it dropped as a percentage of his annual base salary, from 150% to 136%, due to the increase of his annual base salary in fiscal 2015 to $660,000 from its $600,000 level in fiscal 2012, 2013 and 2014. The committee set the target for Mr. Holmes's annual incentive cash bonus for 2015 below 100% in order to give room for the percentage to grow with Mr. Holmes's tenure as our chief financial officer, but increased the percentage to reflect Mr. Holmes's continued additional role as a corporate development officer. The committee set the $200,000 target for the portion of Mr. Lowenstein's annual incentive cash bonus based on his management role at 100% of the $200,000 portion of his $400,000 annual base salary that is attributable to his role as our chief strategy officer.

        The amounts to be paid under these annual incentive cash bonuses, which were determined by our compensation committee on March 7, 201612, 2018 as described under the heading "Amounts paid with respect to fiscal 20152017 annual incentive cash bonuses" below, could not exceed a maximum payment amount, (without taking into account Mr. Lowenstein's revenue sourcing bonus, which had no pre-determined maximum payment amount because there was no pre-determined limit on revenue he could source in fiscal 2015), mitigating the risk that the incentive cash compensation payable to our executive officers for fiscal 20152017 would not be commensurate with our actual performance. These maximum payment amounts, which emphasize the relative importance of the objective financial performance criteria underlying them, were determined as follows: (1) the maximum payment of anyeach component linked to our fiscal 2015 consolidated non-GAAP net revenue or our fiscal 2015 consolidated non-GAAP Adjusted EBITDAearnings performance criteria was equal to twice that component's target payment, and (2) the maximum payment of any component linked to individual subjective performance goals was 140% of that component's target payment. The amount payable to Mr. Maleh under the component of his fiscal 20152017 annual incentive cash bonus linked to individual subjective performance goals was further limited by an objective formula amount based on our fiscal 2015 consolidated non-GAAP Adjusted2017 Performance Compensation EBITDA (with the exclusions described above)⁶ in order to preserve the deductibility of the amounts payable to him under it. The target and maximum amounts payable under these annual incentive cash bonuses are reported under the heading "Estimated Possible Payouts Under Non-Equity Incentive Plan Awards" in the "Grants of Plan-Based Awards for Fiscal 2015"2017" table in the "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards" section of this proxy statement below.

        The payment formulas under the components of thethese annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 2015 performance tied to objective financialnet revenue and earnings performance criteria (other than Mr. Lowenstein's revenue sourcing bonus) increased the payment by 1% of the target payment for each 1% that the performanceachievement of the applicable performance criteria exceeded the applicable performance target (subject to the component's maximum payment amount), and decreased the payment by 1% of the target payment for each 1% that the performanceachievement of the applicable performance criteria missed the

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⁶

See footnote 5 for the determination of Performance Compensation EBITDA.




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applicable performance target (subject to a floor of zero). Our compensation committee initially adopted this one-to-one so-called "leverage curve" in fiscal 2009 based, in part, on advice from Semler Brossy that less steep leverage curves are more appropriate when performance targets are unpredictable and volatile. Our compensation committee decided to retain this one-to-one leverage curve for the components of the annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 20152017 performance tied to objective financial performance




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criteria based on the same rationale.

        The performancepayment formula determining the amount payable under the components of these annual incentive cash bonuses tied to individual subjective performance goals provided for a payment based on a tally sheet weighted-average score of the applicable executive officer's achievement of his individual subjective business goals ranging from one to five. Specifically, forFor each of Messrs. Maleh, Holmes and Lowenstein,Yellin, the formula provided for a payment linearly ranging from (1) 60% to 90% of the target payment, as the applicable executive officer's individual component weighted-average score ranged from one to two, (2) 90% to 110% of the target payment, as the applicable executive officer's individual component weighted-average score ranged from two to four, and (3) 110% to the maximum 140% of the target payment, as the applicable executive officer's individual component weighted-average score ranged from four to five, and for Mr. Holmes, the formula provided for a payment linearly ranging from (1) 20% to 100% of the target payment, as his individual component weighted-average score ranged from one to three, (2) 100% to 110% of the target payment, as his individual component weighted-average score ranged from three to four, and (3) 110% to 140% of the target payment, as his individual component weighted-average score ranged from four to five.

        Our compensation committee developed the structure of the payment formulas for our executive officers' annual incentive cash bonuses in consultation with Semler Brossy, and received advice from Semler Brossy in fiscal 20152017 that the structure of these payment formulas, including their overall maximum payment amount, (excluding Mr. Lowenstein's revenue sourcing bonus, which had no pre-determined maximum amount) of 182% of the bonuses' respective target amounts, were largely in line with the practices of our 2015 peer group.

        The payment formula for Mr. Lowenstein's revenue sourcing bonus provided for a payment equal to 25% of the revenue sourced by him in fiscal 2015 in excess of $800,000. This payment formula was designed to capture the difference between what a typical sourcing consultant would receive compared to the compensation that Mr. Lowenstein would otherwise receive for his service as our chief strategic officer for fiscal 2015.

        Regardless of the amount determined by the payment formula of thethese annual cash incentive bonuses, that our executive officers were eligible to receive for fiscal 2015 performance, our compensation committee retained the ability to reduce or eliminate the amount actually paid under the component in its discretion. This discretion mitigated the risk that the annual incentive cash compensation payable to our executive officers for fiscal 20152017 could have been disproportionate to our actual performance.

Amounts paid with respect to fiscal 20152017 annual incentive cash bonuses.

        On March 7, 2016,12, 2018, our compensation committee determined the amounts to be paid to our executive officers with respect to the annual incentive cash bonuses they were eligible to receive for fiscal 20152017 performance. These amounts, which are reported in the "Summary Compensation Table for Fiscal 2015"2017" under the heading "Non-Equity Incentive Plan Compensation" in the "Compensation of Directors and Executive Officers—Executive compensation—Summary compensation" section of this proxy statement below, were determined as follows:

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Component linked to our net revenue.  Our fiscal 20152017 consolidated non-GAAP net revenue (with the exclusions described above)⁷ was approximately $299.8$370.1 million, or approximately 7.2% below0.1% above the performance target for fiscal 20152017 of $323.2$369.6 million. Accordingly, the amount payable under the payment formula for the net revenue component of our executive officers' fiscal 20152017 annual incentive cash bonuses was the target payment decreasedincreased by approximately 7.2%0.1% of the target payment.



•

Component linked to earnings before interest and taxesPerformance Compensation EBITDA.  Our fiscal 2015 consolidated non-GAAP Adjusted2017 Performance Compensation EBITDA (with the exclusions described above)⁸ was approximately $46.8$59.9 million, or approximately 15.3%2.4% below the performance target for fiscal 20152017 of $61.3 million.⁹ Accordingly, the amount payable under the

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⁷

See footnote 5 for the determination of non-GAAP net revenue.



⁸

See footnote 5 for the determination of Performance Compensation EBITDA.



⁹

As noted above, the target initially set for Performance Compensation EBITDA was $64.2 million. This target was, pursuant to the terms of the annual incentive cash bonuses and consistent with the adjustments described in footnote 5, reduced by $2.9 million to $61.3 million.




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$55.3 million. Accordingly, the amount payable under the payment formula for the Adjusted EBITDAearnings component of our executive officers' fiscal 20152017 annual incentive cash bonuses was the target payment decreased by approximately 15.3%2.4% of the target payment.

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Component linked to individual subjective performance goals.  Based on the subjective individual performance goal weighted-average scores for each of our executive officers, the amounts payable under the payment formula for the subjective individual performance goal component of our executive officers' fiscal 20152017 annual incentive cash bonuses were equal to the following percentages of their respective target amounts: for Mr. Maleh, 97.5%119%; for Mr. Holmes, 92%110%; and for Mr. Lowenstein, 93.33%Yellin, 113.8%. Because our fiscal 2015 consolidated non-GAAP Adjusted2017 Performance Compensation EBITDA (with the exclusions described above) was greater than 50% of the performance target for fiscal 20152017 of $55.3$61.3 million, the objective payment formula capping the subjective individual performance goal component of Mr. Maleh's cash incentive bonus did not operate to reduce the amount otherwise payable to Mr. Maleh under this component of his fiscal 20152017 annual incentive cash bonus.



•

Component linked to revenue sourcing.    The revenue sourced by Mr. Lowenstein's in fiscal 2015 was $880,761. Accordingly, the amount payable under the payment formula for the revenue sourcing component of Mr. Lowenstein's fiscal 2015 annual incentive cash bonus was 25% of the amount that this sourced revenue exceeded $800,000, which is equal to $20,190.



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Determination of amount paid.  After calculating the total amount payable to each of our executive officers under the payment formulas for their fiscal 20152017 annual incentive cash bonuses, our compensation committee determined that each bonus should be paid based on its full formula payment amount.

Discretionary cash bonus paid to Mr. Lowenstein for fiscal 2017

        Mr. Lowenstein, who stepped down as our chief strategy officer and executive vice president on March 28, 2017, did not receive an executive officer annual incentive cash bonus for fiscal 2017. Instead, he was eligible to participate in our purely discretionary cash bonus program for fiscal 2017 based on his efforts as an employee consultant. Our chief executive officer offered to reducedetermined that the amount payable under this bonus was $535,000. This amount is reported below in the "Summary Compensation Table for Fiscal 2017 under the heading "Bonus."

Special awards granted to eachMr. Maleh in fiscal 2017

        On July 12, 2017, our compensation committee granted Mr. Maleh, our president and chief executive officer, two special non-LTIP awards, in recognition of his exceptional personal performance and role in our executive officersincreased performance over the period from fiscal 2015 to fiscal 2017.

        First, the committee granted Mr. Maleh a performance-vesting restricted stock unit award with an aggregate grant date fair value of $499,966, which is included in the amount reported for Mr. Maleh in the "Summary Compensation Table for Fiscal 2017" below under these bonuses by more than 10% of the earned payment amount, and this offer was acceptedheading "Stock Awards." These units will vest only if our fiscal 2018 Performance Compensation EBITDA exceeds a performance target specified by our compensation committee.¹⁰ The units earned based upon satisfaction of the performance conditions, if any, will vest in three equal installments—the first on the date in fiscal 2019 that our compensation committee determines that the performance-conditions have been satisfied and the second and third on the first and second anniversaries of that date. The number of shares of our common stock underlying this award is set forth for Mr. Maleh in the "Grants of Plan Based Awards for Fiscal 2017" table below under the heading "Estimated Future Payouts Under Equity Incentive Plan Awards."

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¹⁰

As used here, "Performance Compensation EBITDA" means our consolidated net income reported in our audited financial statements for fiscal 2018, with the following charges added back: interest expense, net, provision for income taxes, depreciation and amortization, share-based compensation expense, amortization of forgivable loans, and other expense, net, all as additionally adjusted to reflect any other non-GAAP adjustments that we make, consistent with past practice, to our publicly reported GAAP results in our earnings releases for the 2018 fiscal year.

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        Second, the committee granted Mr. Maleh a service-based cash award of $1,000,000. $300,000 of this award was paid upon grant in fiscal 2017, with the remainder vesting over 4 years in annual installments of $150,000, $150,000, $200,000 and $200,000, respectively, commencing on the first anniversary of the date of grant. The $300,000 of this service award paid in fiscal 2017 is reported for Mr. Maleh in the "Summary Compensation Table for Fiscal 2017" below under the heading "Bonus."

Long-term incentive equity compensationprogram

        WeAs noted above, we believe that the equity compensationand cash awards granted under our long-term incentive program, or "LTIP," and 2006 equity incentive plan isare the cornerstonefoundation of our overall pay-for-performance compensation program for our senior corporate leaders, practice leaders and other key revenue generators. These equity awards serve to motivate high levels of performance, recognize these employees' contributions to our success, and encourage them to consider our long-term growth and profitability, thereby aligning their interests with the interests of our shareholders. We conduct our business in a very competitive environment. In order to remain competitive, we must be able to recruit and employ top-flight corporate officers and employee consultants who have abundant talent, demonstrated skills and experience, and, as to employee consultants, the ability to become key revenue generators for us. In addition, we must be able to retain our senior corporate leaders, practice leaders and other key revenue generators. We believe that equity compensation is a vital part of the compensation that we must provide in order to achieve those goals.

        OurThe LTIP generally serves as a framework for the equity compensation we grant to our senior corporate leaders, practice leaders and other key revenue generators under our 2006 equity incentive plan. The composition and mix of the equity awards granted under our LTIP are the same for our senior corporate leaders, as they are for our practice leaders and other key revenue generators. The vital role that our LTIP and 2006 equity plan play in the compensation of the employee consultants who are our practice leaders and other key revenue generators is evidenced by the fact that the LTIP awards granted to them represented on average 83% of the LTIP awards granted during fiscal 2013 through 2015.

        An analysis of the LTIP equity compensation granted to our executive officers in fiscal 2015 is set forth below. More complete technical descriptions of our LTIP and 2006 equity incentive plan are contained in this proxy statement under the headings "Compensation of Directors and Executive

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Officers—Executive compensation—Plan-based awards—Long-term incentive program" and "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards—2006 equity incentive plan" below.

        Where appropriate, our compensation committee also may grant special restricted stock bonuses under our 2006 equity incentive plan to recognize special achievements relating to unique circumstances, but it did not grant any such special bonus for fiscal 2015.

Long-term incentive program.

        Equity awards granted under our LTIP to our senior corporate leaders, practice leaders and other key revenue generators are comprised of the following types of equity awards granted under our 2006 equity incentive plan inand cash awards, other than the following proportions: 30% stock options, 30% time-vesting restricted stock unit awards, or "RSUs," and 40% performance-vesting restricted stock unit awards, or "PRSUs." For purposes of these weightings, each share subjectannual incentive cash bonuses granted to a stock option is treated as one-half of a share, each share by which an RSU or a PRSU is measured is treated as one share, and it is assumed that the PRSUs' target performance will be achieved. In fiscal 2015, Semler Brossy advised our compensation committee that the use of these three types of equity awards, with the most weight applying to PRSUs, was in line with the practice ofexecutive officers, granted under our 2015 peer group.cash incentive plan.

        The equity and cash awards comprising the grants made under our LTIP are designed to work together to achieve the program's primary objectives, namely to:

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directly align a significant portion of the total compensation of these employees with the delivery of future value to our shareholders;



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focus our senior corporate leaders, practice leaders and other key revenue generators on performance by directly linking their compensation to the achievement of predetermined performance goals and shareholder returns;



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provide a competitive compensation program that has significant retention value; and



•

promote top line and bottom line growth.

        As noted above, the LTIPThe equity and cash awards are comprised of stock options, RSUs and PRSUs. Equity grantsgranted under our LTIP include stock options because they motivatefurther align the interests of our senior corporate leaders, practice leaders and other key revenue generators with the interests of our shareholders because they are held subject to the ownership requirements described in this compensation discussion and analysis under the heading "Ownership guidelines" below.

Long-term incentive program: equity awards

        As noted above, our LTIP serves as a framework for the equity compensation we grant to our senior corporate leaders, practice leaders and other key revenue generators under our 2006 equity incentive plan. The composition and mix of the equity awards granted under our LTIP have historically been the same for our senior corporate leaders, as they are for our practice leaders and other key revenue generators. However, in fiscal 2017, as a result of uncertainty regarding the availability of shares under our 2006 equity incentive plan, only our executive officers received the full LTIP equity awards consisting of stock options, time-vesting restricted stock unit awards ("RSUs") and performance-vesting restricted stock unit awards ("PRSUs") described below. The only other employees who received equity awards under our LTIP in fiscal 2017 were our group and practice leaders, each of whom received 30% of their respective LTIP award value in fiscal 2017 in the form of RSUs.

        The equity awards granted to our executive officers in fiscal 2017 consisted of the same mix of equity awards that we have historically granted under our LTIP to our senior corporate leaders, practice leaders and other key revenue generators: 30% stock options, 30% RSUs and 40% PRSUs. For purposes of these weightings, each share subject to a stock option is treated as one-half of a share, each share by which an RSU or a PRSU is measured is treated as one share, and it is assumed that the PRSUs' target performance will be achieved. In fiscal 2017, Semler Brossy advised our compensation committee that the use of these three types of equity awards, with the most weight applying to PRSUs, was in line with the practices of our peer group.

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        The equity awards available under our LTIP include:

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stock options because they motivate the recipient to increase shareholder value. Thevalue, and the four-year vesting schedule applicable to theLTIP stock options granted under our LTIP provides long-term retention value. Stock options granted under our shareholder-approved 2006 equity incentive plan are also efficient from a tax perspective because the compensation they provide is not subject to the deductibility limitations of Section 162(m) of the Internal Revenue Code.

value;



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RSUs are included in the equity grants made under our LTIP because their value is directly based on the value of our common stock, so RSUs directly align the interests of our senior corporate leaders, practice leaders and other key revenue generatorsthe recipient with the interests of our shareholders. TheIn addition, the four-year vesting schedule applicable to RSUs granted under our LTIP provides long-term retention value that is less dependent on our stock price than the retention value of stock options, which may be reduced if our stock price drops below the stock options' exercise price. Because RSUs vest based on time, not performance, the compensation they provide is subject to the deductibility limitations of Section 162(m).





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PRSUs are included in the equity grants made under our LTIP because the value of the award is based on our performance, over a period of one fiscal year or more, enabling us to provide longer-term compensation that motivates our senior corporate leaders, practice leaders and other key revenue generatorsthe recipient to increase our profitability, our growth and shareholder value. TheIn addition, the PRSUs granted under our LTIP also provide long-term retention value because the RSUs earned based upon the outcome of




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a PRSU's performance conditions are subject to further time-based vesting, so the entire award is paid over a four-year vesting period, regardless of the length of the PRSU's performance period. PRSUs granted

Long-term incentive program: cash awards

        In 2016, our compensation committee amended our cash incentive plan to facilitate the grant under our shareholder-approved 2006 equity incentive plan are also efficient from a tax perspective because the compensation they provide is not subjectLTIP of service-based and performance-based cash awards to the deductibility limitations of Section 162(m).

        These stock options and shares of common stock issued pursuant to the vesting of these RSUs and PRSUs further align the interests of our senior corporate leaders, practice leaders and other key revenue generators withgenerators. The service-based cash awards provide for the interestspayment of a fixed amount of cash, vesting in 4 equal annual installments measured from the date of grant. These performance-based awards provide for a cash payment based on a fixed target amount and the outcome of performance conditions measured over a performance period of at least one year. The amount payable under these performance-based awards based on the outcome of their performance conditions additionally vests in 4 equal annual installments, measured from the date of grant, except that all vesting is delayed until the outcome of the award's performance conditions has been determined by our shareholders because they are heldcompensation committee. Under the LTIP, vested service-based and performance-based cash awards (net of tax withholding) count towards the achievement of, and the payment of vested award amounts is subject to, participants' ownership thresholds under the shareLTIP's ownership requirementsguidelines. In fiscal 2017, no LTIP cash awards were granted to our named executive officers, except for grants described in this compensation discussion and analysisbelow under the heading "Stock ownership guidelines" below.

LTIP"Long-term incentive plan: awards for fiscal 20152017" made to Mr. Yellin before he was appointed as an executive vice president on March 28, 2017.

Long-term incentive program: awards for fiscal 2017.

        On November 12, 2015,December 18, 2017, our compensation committee granted equity awards, composed of stock options, RSUs and PRSUs, as described above, to our senior corporate leaders, practice leaders and other key revenue generatorsexecutive officers under our LTIP. The aggregate grant date fair values of these equity awards granted to our executive officers (assuming the PRSUs' target performance will be achieved) are as follows: for Mr. Maleh, $847,213;$1,041,637; for Mr. Holmes, $254,161;$260,398; and for Mr. Lowenstein, $254,161. Accordingly, theYellin, $151,858. The aggregate grant date fair values of this equity compensation and the special PRSU granted to Mr. Maleh as described under the heading "Special awards granted to Mr. Maleh in fiscal 2017" above represented over 33%almost 38% of our chief executive officer's and chief financial officer'sofficers' fiscal 2015 aggregate2017 target total compensation. This¹¹ In addition, all of this equity compensation, the value of which is tied to the value of our common stock, together with the target payments of the annual incentive cash bonuses that our executive officers were eligible to receive based on fiscal 20152017 performance and the performance-based cash award granted under our cash incentive plan,the LTIP in fiscal 2017 to Mr. Yellin prior to his becoming an executive officer, constituted over 72%66% of our chief executive officer's, and over 60% of our chief financial officer's,officers' fiscal 20152017 target total compensation, demonstrating our commitment to providing executive compensation that aligns the interests of our executive officers with the interests of our shareholders, rewards performance, and provides retention value.

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¹¹

See footnote 3 for the definition of target total compensation.




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        The PRSUs granted to our executive officers under our LTIP in fiscal 20152017 are based on the performance over fiscal 20162018 and fiscal 20172019 of our consolidated non-GAAP average AdjustedPerformance Compensation EBITDA¹² margin (including acquisitions and divestitures) and our consolidated non-GAAP cumulative annual net revenue growth (excluding acquisitions and divestitures),¹³ which aligns the interests of the LTIP participantsour executive officers and our shareholders by motivating the LTIP participantsthem to consider both our growth and profitability. The consolidated non-GAAP Adjusted EBITDA margin and net revenue we will use for these purposes will be the same as the consolidated non-GAAP Adjusted EBITDA margin and net revenue we report with our financial results for the applicable measurement periods. The number of shares of our common stock potentially issuable under each of these PRSUs based on the outcome of its performance conditions ranges from a threshold of 50% of the PRSU's target payment to a maximum of 125% of the PRSU's target payment. If these PRSUs' threshold performance level is not achieved over their performance period, no payment will be made under them, mitigating the risk that the incentive compensation payable under them will not be commensurate with our actual performance. When determining these PRSUs' performance targets, our compensation committee sets goals that it believes will be challenging to achieve, based on a review of our future financial plan and general economic conditions, in order to motivate a high degree of business performance with an emphasis on longer-term financial objectives.

        The number of shares of our common stock subject to stock options, the number of shares of our common stock by which RSUs are measured, and the threshold, target and maximum number of shares of our common stock by which PRSUs are measured with respect to the LTIP equity awards granted to our executive officers in fiscal 20152017 are set forth under the headings "All Other Option Awards: Number of Securities Underlying Options," "All Other Stock Awards: Number of Shares of Stock or Units," and "Estimated Future Payouts Under Equity Incentive Plan Awards," respectively, in the




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"Grants "Grants of Plan-Based Awards for Fiscal 2015"2017" table below.

        As noted above, Mr. Yellin was appointed as one of our executive vice presidents on March 28, 2017. Prior to this appointment, on February 2, 2017, our compensation committee granted to Mr. Yellin, as well as our other non-executive officer senior corporate leaders participating in the LTIP, an LTIP award consisting of (1) a service-based cash award vesting in four equal installments commencing on the first anniversary of the date of grant and (2) a performance-based cash award, with performance determined based on objective corporate metrics measured over fiscal 2018 and 2019 and minimum and maximum payments of 0% and 125%, respectively, of the target amount, vesting in four equal installments commencing on the first anniversary of the date of grant, except that all vesting is delayed until the outcome of the award's performance has been determined by our compensation committee. The amount of Mr. Yellin's service-based cash award was $60,000 and the target of his performance-based cash award was $90,000. This performance-based cash award is reported for Mr. Yellin under the "Grant of Plan-based Awards for Fiscal 2017" table below.

        More complete technical descriptions of our LTIP, 2006 equity incentive plan, and cash incentive plan are contained in this proxy statement under the headings "Compensation of Directors and Executive Officers—Executive compensation—Plan-based awards" sectionbelow.

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¹²

As used here, "Performance Compensation EBITDA" means our consolidated net income reported in our audited financial statements for fiscal 2018 and 2019, with the following charges added back: interest expense, net, provision for income taxes, depreciation and amortization, share-based compensation expense, amortization of forgivable loans, and other expense, net, all as additionally adjusted to reflect any other non-GAAP adjustments that we make to our publicly reported GAAP results in our earnings releases for the 2018 and 2019 fiscal years.



¹³

For this proxy statement below.

purpose, GAAP net revenue will be adjusted to reflect any other non-GAAP adjustments that we make to our publicly reported GAAP results in our earnings releases for the 2018 and 2019 fiscal years.




Performance conditions determined for PRSUs granted in fiscal 2013.Table of Contents

Dividends and dividend equivalent rights

        On March 7, 2016, our compensation committee determinedOur board of directors declared the number of shares offirst regular quarterly dividend on our common stock issuable basedin the fourth quarter of fiscal 2016. Although we anticipate continuing to pay regular quarterly dividends on the outcome of performance conditions of PRSUs granted on November 19, 2013 to our senior corporate leaders, practice leaders and other key revenue generators under our LTIP. These PRSUs' performance criteria were based on our fiscal 2014 and fiscal 2015 consolidated non-GAAP average Adjusted EBITDA margin (including acquisitions and divestitures) and consolidated non-GAAP cumulative annual net revenue growth (excluding acquisitions and divestitures). The number of shares of our common stock potentially issuable under each of these PRSUs based on the outcome of the PRSU's performance conditions, or its "performance share number," ranged from a threshold of 50% of PRSU's target payment to a maximum of 125% of the PRSU's target payment. The threshold, target and maximum performance share numbers under these PRSUs were based on threshold, target and maximum performance of 13%, 15% and 17%, respectively, for our fiscal 2014 and fiscal 2015 consolidated non-GAAP average Adjusted EBITDA margin (including acquisitions and divestitures), and 4%, 8% and 12%, respectively, for our fiscal 2014 and 2015 consolidated non-GAAP cumulative annual net revenue growth (excluding acquisitions and divestitures). Based on our consolidated non-GAAP average Adjusted EBITDA margin (including acquisitions and divestitures) for the performance period of 16.1% and our consolidated non-GAAP cumulative annual net revenue growth (excluding acquisitions and divestitures) overforeseeable future, the performance period of 4.14%, our compensation committee determined that the performance share number payable under each of these PRSUs based on their payment matrix was 74% of the PRSU's target payment. 50% of each of these performance share numbers vested on March 7, 2016 and were paid in shares of our common stock on that date. The remaining 50% of each of these performance share numbers will vest in two equal installments on the third and fourth anniversaries of November 19, 2013. The vestingdeclaration of any portion of a PRSU's performance share numberfuture dividends is subject to the continued employmentdiscretion of our board of directors. Since we have begun paying dividends, the PRSU's recipientonly dividends paid with respect to unvested equity awards have been dividends on the vesting date. Vested portions of a PRSU's payment share number are payable, at our election, in cash,unvested shares of restricted stock issued to our common stocknon-employee directors and, as to one grant in 2014, our chief executive officer.

        Dividend equivalent rights accrue with respect to the RSUs and PRSUs granted under our 2006 equity incentive plan in the form of additional units, which we refer to as "dividend units." Dividend units are credited to the RSU or PRSU when the corresponding dividend is paid on our common stock. Generally, the number of dividend units credited to an RSU or PRSU with respect to a combinationdividend is determined by multiplying the per share amount of the two.dividend by the number of outstanding units under the RSU or PRSU (using the target number of units if the PRSU's performance conditions are not determined) as of the dividend's record date, and then dividing the result by our closing stock price on the date the dividend is paid. Dividend units vest on the same dates and in the same relative proportions as the RSUs or PRSUs on which they accrue, and are forfeited if, when and to the extent the RSUs or PRSUs on which they accrue are forfeited. To date, our board of directors has determined that all dividend units accruing on RSUs or PRSUs will upon vesting be paid only in cash, and not in shares of our common stock.

        If our stockholders approve the changes to our 2006 equity incentive plan as set forth in Proposal Three,

•

no dividends or dividend equivalent rights will be paid or accrued on stock options or stock appreciation rights granted under the plan,



•

no dividends will be paid with respect to unvested full-share awards granted under the plan after the date of the annual meeting, including shares of restricted stock, and



•

any dividend equivalent rights that accrue on unvested full-share awards granted under the plan after the date of the annual meeting will not be paid or otherwise settled until the full-share award has vested, and will be forfeited if the unvested full-share award is forfeited.

Stock ownershipOwnership guidelines

        The equity and cash awards granted to our senior corporate leaders, practice leaders and other key revenue generators under our LTIP are subject to share ownership requirements to further promote the long-term nature of the program. The share ownership thresholds are 400% of annual base salary for our chief executive officer, 300% of annual base salary for each of our other executive officers, and 140% of annual base salary for the other LTIP participants. The equity awards that count towards these share ownership thresholds are (1) vested stock options granted under the LTIP, (2) shares of our common stock issued pursuant to vested RSUs granted under the LTIP, (3) shares of our common stock issued pursuant to vested PRSUs granted under the LTIP, and (4) any shares of our common stock or vested stock options delivered to us to be held for purposes of meeting these stock ownership guidelines.guidelines, (5) amounts vested but unpaid under service-based cash awards (net of any tax withholding) granted under the LTIP and (6) amounts vested but unpaid under performance-based cash awards (net of any tax withholding) granted under our LTIP. If an employee is subject to our stock ownership guidelines, until his or her employment with us ends or he or she is no longer otherwise providing services for us, he or she may not exercise any stock option issued under the LTIP or delivered to us to be held for purposes of meeting the stock ownership guidelines, or sell or transfer any shares of common stock issued with respect to RSUs or PRSUs granted under the LTIP or delivered to us to be held for purposes of meeting the stock ownership guidelines (except for sales to cover withholding taxes with respect to such issuance), and no