Share-Based Compensation

12 Months Ended

Jan. 02, 2021

Share-based Payment Arrangement [Abstract]

CRA recorded approximately $3.2 million, $3.5 million, and $4.8 million of compensation expense for fiscal 2020, fiscal 2019, and fiscal 2018, respectively, for share-based awards consisting of stock options, shares of restricted stock, time-vesting restricted stock units, and performance-vesting restricted stock units issued to employees and directors, based on their respective estimated grant date fair values. Performance-vesting restricted stock units are expensed using the graded attribution method.

Share-based Compensation Plans. As of January 2, 2021, CRA's active equity-based compensation plans consist of its Amended and Restated 2006 Equity Incentive Plan, as amended (the "2006 Equity Plan"), and its 1998 Employee Stock Purchase Plan (the "1998 ESPP"), a tax-qualified plan under Section 423 of the Internal Revenue Code. During fiscal 2009, CRA implemented a long-term incentive program, or "LTIP," as a framework for grants made under the 2006 Equity Plan to its senior corporate leaders, practice leaders and key revenue generators. Under the LTIP, participants have received a mixture of stock options, time-vesting restricted stock units, and performance-vesting restricted stock units. In December 2016, CRA's Board of Directors amended CRA's Cash Incentive Plan to facilitate the grant to LTIP participants of service-based and performance-based cash awards as a component of the LTIP. The LTIP is designed to reward CRA's senior corporate leaders, practice leaders and key revenue generators and provide them with the opportunity to share in the long-term growth of CRA.

2006 Equity Plan: Maximum and Available Shares. The 2006 Equity Plan authorizes the grant of a variety of incentive and performance awards to CRA's directors, employees and non-employee experts, including stock options, shares of restricted stock, restricted stock units, and other equity awards. The shares available for grant under the 2006 Equity Plan as of January 2, 2021 was 454,497.

Stock Options. A summary of option activity during fiscal 2020 from the 2006 Equity Plan is as follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in thousands)
Outstanding at December 28, 2019	444,489	$	26.31		$	12,115
Fiscal 2020:
Granted	—	—
Exercised	(118,841)	18.82			$	2,807
Expired	—	—
Forfeited	—	—			$	—
Outstanding at January 2, 2021	325,648	$	29.05	2.41	$	7,126
Option exercisable at January 2, 2021	308,735	$	28.09	2.12	$	7,052
Vest or expected to vest at January 2, 2021	325,569	$	29.04	2.41	$	7,125

The weighted average fair market value using the Black-Scholes option-pricing model of the stock options granted under the 2006 Equity Incentive Plan in fiscal 2018 was $19.96. There were no stock options granted in fiscal 2020 and fiscal 2019. The fair market value of the stock options at the date of grant were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Fiscal Year
	2018
Risk-free interest rate	2.8	%
Expected volatility	39	%
Expected dividend yield	1.7	%
Forfeiture rate	0.4	%
Weighted average expected life (in years)	10.00

The risk-free interest rate is based on U.S. Treasury interest rates with corresponding terms consistent with the expected life of the stock options. Expected volatility and expected life are based on CRA's historical experience. Expected dividend yield was determined based on CRA's annualized dividend rate per share, as a percentage of average market price of the common stock, on each dividend payment date. The forfeiture rate used was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures.

The aggregate intrinsic value of stock options exercised in fiscal 2020, fiscal 2019, and fiscal 2018 was approximately $2.8 million, $3.7 million, and $3.0 million, respectively.

The following table provides a roll-forward of the outstanding non-vested stock options over fiscal 2020:


	Options
	Number of Shares	Weighted-Average Grant Date Fair Value
Non-vested at December 28, 2019	36,212	$	14.80
Granted	—	—
Vested	(19,299)	12.76
Forfeited	—	—
Non-vested at January 2, 2021	16,913	$	17.13

The total fair value of stock options that vested during fiscal 2020, fiscal 2019, and fiscal 2018 was $0.2 million, $0.7 million, and $1.1 million, respectively. As of January 2, 2021, there was $0.3 million of total unrecognized compensation cost,

net of expected forfeitures, related to non-vested stock options granted. That cost is expected to be recognized over a weighted-average period of 1.7 years. Options granted during or prior to fiscal 2016 expire on the seventh anniversary of the date of grant. Options granted during or after fiscal 2017 expire on the tenth anniversary of the date of grant.

Restricted Stock. CRA grants shares of restricted stock, which are subject to the execution of a restricted stock agreement, under its 2006 Equity Incentive Plan. Generally, shares of restricted stock vest in four equal annual installments beginning on the first anniversary of the date of grant. Total unrecognized compensation cost, net of expected forfeitures, related to shares of restricted stock as of January 2, 2021 was $0.9 million, which is expected to be recognized over a weighted-average period of 2.9 years. The forfeiture rate of 0.9% used for shares of restricted stock was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures.

The following table provides a roll-forward of the shares of restricted stock under the 2006 Equity Incentive Plan over fiscal 2020:


	Shares of Restricted Stock
	Number of Shares	Weighted-Average Grant Date Fair Value
Non-vested at December 28, 2019	31,523	$	38.66
Granted	16,454	36.46
Vested	(14,437)	34.78
Forfeited	—	—
Non-vested at January 2, 2021	33,540	$	38.73

The total fair value of shares of restricted stock that vested during fiscal 2020, fiscal 2019, and fiscal 2018 was $0.5 million, $0.5 million, and $0.6 million, respectively.

Time-Vesting RSUs. CRA grants time-vesting restricted stock units, which are subject to the execution of a restricted stock unit agreement, under its 2006 Equity Incentive Plan. Generally, time-vesting restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant. Total unrecognized compensation cost, net of expected forfeitures, related to time-vesting restricted stock units as of January 2, 2021 was $3.3 million, which is expected to be recognized over a weighted-average period of 3.2 years. The forfeiture rate of 0.9% used for time-vesting restricted stock units was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures.

The following table provides a roll-forward of the time-vesting restricted stock units under the 2006 Equity Incentive Plan over fiscal 2020:


	Time-Vesting Restricted Stock Units
	Number of Units	Weighted-Average Grant Date Fair Value
Non-vested at December 28, 2019	64,638	$	43.87
Granted	43,334	46.75
Vested	(22,983)	41.68
Forfeited	—	—
Non-vested at January 2, 2021	84,989	$	45.93

The total fair value of time-vesting restricted stock units that vested during fiscal 2020, fiscal 2019, and fiscal 2018 was $1.0 million, $1.3 million, and $1.7 million, respectively.

Performance-Vesting RSUs. CRA grants performance-vesting restricted stock units ("PRSUs"), which are subject to the execution of a restricted stock unit agreement, under its 2006 Equity Incentive Plan. Generally, achievement of performance measures for PRSUs are based on a two-year performance period, after which the units determined based on this achievement will vest three-fourths in the first year following the performance period and one-fourth on the fourth anniversary of the date of

grant. The number of units determined based on the achievement of a PRSUs performance measures generally ranges from 50% to 125% of the PRSUs' target number of units.

In accordance with ASC Topic 718, for PRSUs awarded to employees, CRA estimates share-based compensation cost at the grant date based on the fair value of the award and recognizes the cost over the requisite service period using the graded attribution method.

The following table provides a roll-forward of the performance-vesting restricted stock units under the 2006 Equity Incentive Plan over fiscal 2020. For purposes of this table, granted PRSUs are counted based on the maximum number of units that could vest upon achievement of the PRSUs' performance conditions which, for all periods presented, equaled 125% of the PRSUs' target number of units.


	Performance-Vesting Restricted Stock Units
	Number of Units	Weighted-Average Grant Date Fair Value
Non-vested at December 28, 2019	82,150	$	45.88
Granted	33,621	52.98
Vested	(23,976)	39.71
Forfeited	(1,215)	44.87
Non-vested at January 2, 2021	90,580	$	50.06

1998 ESPP. In fiscal 1998, CRA adopted the 1998 ESPP, a tax-qualified plan under Section 423 of the Internal Revenue Code. The 1998 ESPP authorizes the issuance of up to an aggregate of 243,000 shares of common stock to participating employees at a purchase price equal to 85% of fair market value on either the first or the last day of the one-year offering period under the plan. In fiscal 2020, fiscal 2019, and fiscal 2018, there were no offering periods under this plan and no shares were issued. As of January 2, 2021, there were 211,777 shares available for grant under the 1998 ESPP.