DEF 14A of Huron Consulting Group Inc.
Filed Mar 28, 2025 · FY20240001289848-25-000094
Hope Katz
| Compensation Committee Report | 49 | | 2024 Summary Compensation Table | 50 | | 2024 Grants of Plan-Based Awards | 52 | | 2024 Outstanding Equity Awards at Fiscal Year-End | 53 | | 2024 Option Exercises and Stock Vested | 55 | | 2024 Nonqualified Deferred Compensation | 55 | | Potential Payments upon Termination or Change of Control | 56 | | Pay Versus Performance | 62 | | CEO Pay Ratio | 65 | | Compensation Committee Interlocks and Insider Participation | 65 | | Certain Relationships and Related Transactions | 66 | | Proposal Three - Approval of an Amendment to the Company’s Amended and Restated 2012 Omnibus Incentive Plan | 68 | | Proposal Four - Approval of an Amendment to the Company’s Stock Ownership Participation Program | 77 | | Proposal Five - Ratification of Appointment of Independent Registered Public Accounting Firm | 82 | | Audit and Non-Audit Fees | 83 | | Policy on Audit Committee Preapproval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm | 84 | | Report of the Audit Committee | 84 | | Submission of Stockholder Proposals | 85 | | Other Matters | 86 | | Appendix A - Amendment to the Huron Consulting Group Inc. Amended and Restated 2012 Omnibus Incentive Plan | A-1 | | Appendix B - Amendment to the Huron Consulting Group Inc. Stock Ownership Participation Program | B-1 | | Appendix C - Non-GAAP Financial Measures | C-1 |
Election of Directors
Election of Directors
Board of Directors
Board of Directors The Company’s Restated Certificate of Incorporation previously divided the Company’s board of directors into three classes, with each class being elected to a three-year term. At the 2023 Annual Meeting of Stockholders, the stockholders approved an amendment to the Company's certificate of incorporation to declassify the board of directors.Therefore, the directors nominated to stand for election at the 2025 Annual Meeting will serve a one-year term if elected. The board of directors has nominated C. Mark Hussey, Hugh E. Sawyer and Debra Zumwalt as Class II Directors and Peter K. Markell, John McCartney, and Ekta Singh-Bushell as Class III Directors to be voted upon at the 2025 Annual Meeting. Joy T. Brown, H. Eugene Lockhart and James H. Roth are Class I Directors serving terms ending at the 2026 Annual Meeting and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal, at which time the board will be declassified and all directors who are nominated and elected will serve a one-year term. This Proxy Statement relates only to the solicitation of proxies from the stockholders with respect to the election of the six nominees as Class II or Class III Directors and the other matters described herein. The board of directors is not aware of any reason that the six nominees might be unavailable to serve as Class II or Class III Directors, and each has expressed an intention to serve, if elected. If any of the six nominees is unable to serve, the shares represented by all valid proxies will be voted “FOR” the election of such substitute nominee as the board of directors may recommend. There are no arrangements or understandings between any of the persons nominated to be a Class II or Class III Director and any other person pursuant to which any of such nominees were selected.
Approval Required
Approval Required The election of a director requires the affirmative vote of a plurality of the shares of common stock present in person or represented by proxy at the Annual Meeting that are voted, provided that a quorum is represented at the Annual Meeting. A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the Annual Meeting. Therefore, votes to withhold and “broker non- votes” will have no impact on the election of directors. Properly executed proxies submitted pursuant to this solicitation will be voted “FOR” the election of Mr. Hussey, Mr. Sawyer and Ms. Zumwalt as Class II Directors and Mr. Markell, Mr. McCartney and Ms. Singh-Bushell as Class III Directors, unless specified otherwise.
Approval Required
| Recommendation of the Board | | | | The Board of Directors recommends that stockholders vote FOR the election of Mr. Hussey, Mr. Sawyer and Ms. Zumwalt as Class II and Mr. Markell, Mr. McCartney and Ms. Singh-Bushell as Class III Directors. | | Independence 78% 7 of our 9 Directors are Independent | | Attendance 99% We had 99% overall attendance at all Board and Committee Meetings throughout 2024 |
Approval Required
3 Effective January 1, 2025, Mr. McCartney stepped down as non-executive chairman of the board, and the board appointed Hugh E. Sawyer to succeed Mr. McCartney.
Approval Required
| Huron Consulting Group Inc. | 3 | 2025 Proxy Statement |
Approval Required
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
About the Board
About the Board
About the Board
| Name | | Age | Director Since | Principal Occupation | Independent | A | C | N&CG | Tech | F&CA | | Nominees To the Board of Directors | | | | | | | | | | | | | C. Mark Hussey | 64 | 2023 | Chief Executive Officer and President, Huron Consulting Group Inc. and Huron Consulting Services, our principal operating subsidiary | | | | | | | | | Peter K. Markell | 69 | 2022 | Executive Vice President and CFO, Brown University Health (f/k/a Lifespan Health System) | | • • | | • | • | | | | John McCartney | 72 | 2004 | Non-Executive Chairman, Huron Consulting Group Inc. through December 31, 2024; Director3 | | • | | • | | | | | Hugh E. Sawyer | 70 | 2018 | Retired Chairman, President and Chief Executive Officer, Regis Corporation | | • | • • | | | • | | | Ekta Singh- Bushell | 53 | 2019 | Chief Operating Officer, Dragos Inc. | | | | • • | • | • | | | Debra Zumwalt | 69 | 2014 | Vice President and General Counsel, Stanford University | | | • | • | • | | | Not Standing for Election | | | | | | | | | | | | | Joy T. Brown | 46 | 2022 | SVP, Chief Digital Information Officer, Boston Medical Center Health System | | | • | | • • | • | | | H. Eugene Lockhart | 75 | 2006 | Chairman Emeritus & General Partner, MissionOG LLC | | • | • | | | • • | | | James H. Roth | 67 | 2009 | Vice Chairman, Client Services, Huron Consulting Group Inc. | | | | | | |
About the Board
A – Audit Committee; C – Compensation Committee; N&CG – Nominating and Corporate Governance Committee; Tech – Technology and Information Security Committee; F&CA – Finance and Capital Allocation Committee – Chairperson • – Member
About the Board
| Huron Consulting Group Inc. | 4 | 2025 Proxy Statement |
About the Board
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Nominees to Board of Directors
Nominees to Board of Directors
Nominees to Board of Directors
| C. Mark Hussey Chief Executive Officer since January 2023, and President of Huron Consulting Group Inc. and Huron Consulting Services LLC since February 2019 AGE: 64 | DIRECTOR SINCE: 2023 |
EMPLOYEE DIRECTOR | NOT INDEPENDENT
EMPLOYEE DIRECTOR | NOT INDEPENDENT Professional Experience: •Chief Executive Officer since 2023, and President since 2019, Huron Consulting Group Inc. and Huron Consulting Services LLC, our principal operating subsidiary •Prior roles at Huron include: Chief Operating Officer, 2014 – 2022, including interim leader of the Healthcare segment from 2017 - 2019; Executive Vice President, 2011 – 2019; Chief Financial Officer, 2011 – 2017 and Treasurer, 2011 – 2016 •Chief Financial Officer, Crosscom National, LLC, 2002 – 2011 •Executive Vice President, Chief Financial Officer, Information Resources, Inc., 2000 – 2002 •Held senior finance, accounting and investor relations positions at entities such as EZLinks Golf, Inc., Dominick’s Finer Foods, Inc. and the Quaker Oats Company Education/Certifications: •B.S., Accountancy, University of Illinois, Urbana-Champaign •M.B.A., Finance, University of Chicago Graduate School of Business •Chartered Financial Analyst •Certified Management Accountant •Certified Public Accountant (inactive) Public Board Experience: •Huron Consulting Group Inc, since 2023
EMPLOYEE DIRECTOR | NOT INDEPENDENT
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | GLOBAL BUSINESS | | | | HEALTHCARE | | | | HIGHER EDUCATION |
EMPLOYEE DIRECTOR | NOT INDEPENDENT
Individual Contributions: Through his distinguished career at Huron, Mr. Hussey brings to the board his hands-on perspective of the Company's strategy and operations. Along with his prior executive roles in finance, administration and in professional IT services, Mr. Hussey contributes to the board a unique understanding of the Huron organization, the consulting business, and the businesses of our clients.
EMPLOYEE DIRECTOR | NOT INDEPENDENT
| Huron Consulting Group Inc. | 7 | 2025 Proxy Statement |
EMPLOYEE DIRECTOR | NOT INDEPENDENT
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
EMPLOYEE DIRECTOR | NOT INDEPENDENT
| Peter K. Markell AGE: 69 | DIRECTOR SINCE: MARCH 2022 COMMITTEES: A (CHAIR) | N & CG (MEMBER) | T&IS (MEMBER) |
INDEPENDENT
INDEPENDENT Professional Experience: •Executive Vice President and CFO of Brown University Health, f/k/a/ Lifespan, since 2023 •Executive Vice President of Administration and Finance, CFO and Treasurer at Mass General Brigham (formally Partners HealthCare), 1999 – 2021 •Audit Partner at Ernst and Young LLP •Interim Chief Financial Officer, Massachusetts General Hospital Education/Certifications: •B.S./B.A., with concentrations in Accounting and Finance, Boston College •Certified Public Accountant (inactive) Public Board Experience: •Eastern Bank since 2006; currently the chair of the audit committee; member of compensation committee, risk management committee and nominating and corporate governance committee
Non-public board and other
Non-public board and other advisory services: •Board of Trustees and Former Chairperson, Boston College •CodaMetrix board of directors and member of audit committee
Non-public board and other
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | HEALTHCARE | | | | HIGHER EDUCATION | | | | PUBLIC COMPANY BOARD |
Non-public board and other
Individual Contributions: Mr. Markell brings to the Huron board, and the audit committee in particular, his prior experience as chief financial officer and executive administrative officer of a large hospital where his responsibilities included financial oversight of $14 billion in operations and assets of approximately $21 billion and management within the areas of corporate finance, research management, information systems, real estate, treasury and human resources. This professional experience as well as his prior board service to a major U.S. college has enabled him to contribute to Huron’s Healthcare and Education industries. In addition, Mr. Markell is based in Boston, where he is in close proximity to Huron’s Innosight Strategy and Innovation team located in Boston, Massachusetts.
Non-public board and other
| Huron Consulting Group Inc. | 8 | 2025 Proxy Statement |
Non-public board and other
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Non-public board and other
| John McCartney AGE: 72 | DIRECTOR SINCE: 2004 COMMITTEES: A (MEMBER), N&CG (MEMBER) |
INDEPENDENT
INDEPENDENT Professional Experience: •3Com Corporation (post-merger with US Robotics) President, Client Access Unit, 1997 – 1998 •U.S. Robotics, joined as vice president and chief financial officer in 1984 and served in various executive capacities including as president and chief operating officer from 1996 to 1997 Education/Certifications: •B.A., Philosophy, Davidson College •M.B.A., The Wharton School of the University of Pennsylvania •Certified Public Accountant (inactive) Public Board Experience: •EQT, Corp., since 2019; previous chairman; member, nominating and corporate governance, and environmental and public policy committees •Granite Ridge Resources, Inc. since 2022; lead independent director since 2022 and member, audit and compensation committees
Previous Public Company
Previous Public Company
Board Experience during
Board Experience during the last five years: •Datatec Limited, 2007 – 2023; served as member of nominating committee and as chair of remuneration committee
Non-public board and other
Non-public board and other advisory services: •Davidson College, board of trustees, 1998 - 2008; served as chairman, 2004 - 2008
Non-public board and other
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | GLOBAL BUSINESS | | | | HEALTHCARE | | | | HIGHER EDUCATION | | | | PUBLIC COMPANY BOARD |
Non-public board and other
Individual Contributions: Mr. McCartney has served as a director, chairman and vice chairman of the boards of a number of public and private organizations, including companies with a focus on healthcare and drug development and an institution of higher education. Mr. McCartney, a former certified public accountant, brings to the Huron board his prior experience as chief financial officer and chief operating officer of a public company, which has enabled him to contribute to Huron’s development into a prominent consultancy. In addition, Mr. McCartney’s role as non-executive chairman of Huron’s board from 2009 through 2024, provides him a unique understanding of Huron’s strategy, operations and culture that makes him an important contributor to the Huron board.
Non-public board and other
| Huron Consulting Group Inc. | 9 | 2025 Proxy Statement |
Non-public board and other
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Non-public board and other
| Hugh E. Sawyer AGE: 70 | DIRECTOR SINCE: FEBRUARY 2018 NON-EXECUTIVE CHAIRMAN OF THE BOARD (JANUARY 2025) COMMITTEES: C (CHAIR), A (MEMBER), F&CA (MEMBER) |
INDEPENDENT
INDEPENDENT Professional Experience: •Chairman, President and Chief Executive Officer of Regis Corporation, 2017 until retirement in 2020 •Managing Director, Huron, 2010 – 2017 While at Huron, he served in the following roles for clients: –JHT Holdings, Inc. – Interim President and CEO, January 2010 - March 2012; –Fisker Automotive Inc. – Chief Administrative Officer, January 2013 - March 2013, Chief Restructuring Officer, March 2013 - October 2013; and –Euramax International Inc. – Interim President, February 2014 - August 2015 •Mr. Sawyer has served as the president or chief executive officer of the following: Wells Fargo Armored Service Corporation, The Cunningham Group, Inc., National Linen Service, Inc., Aegis Communications Group, Inc., Allied Holdings, Inc., and Legendary Holdings, Inc. Education/Certifications: •B.A., with Honors, University of Florida •Certified Turnaround Professional (inactive)
Previous Public Company
Previous Public Company
Board Experience during
Board Experience during the last five years: •Chairman, President and Chief Executive Officer, Regis Corporation, 2017 until retirement in 2020
Non-public board and other
Non-public board and other advisory services: •JHT Holdings, Inc., 2011 – 2018 •Board of managing trustees of the Edison Mission Energy Reorganization Trust
Non-public board and other
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | GLOBAL BUSINESS | | | | PUBLIC COMPANY BOARD |
Non-public board and other
Individual Contributions: Mr. Sawyer is a proven executive with more than 40 years of experience leading complex strategic transformations and operational improvements for both public and private companies across a range of industries. He has held leadership roles as president or chief executive officer of nine companies and has also served on fourteen public or private boards of directors, including as chairman. He has significant governance experience as a member of numerous board committees including audit, compensation, nomination and governance and various special committees.
Non-public board and other
| Huron Consulting Group Inc. | 10 | 2025 Proxy Statement |
Non-public board and other
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Non-public board and other
| Ekta Singh-Bushell AGE: 53 | DIRECTOR SINCE: MAY 2019 COMMITTEES: N&CG (CHAIR), F&CA (MEMBER), T&IS (MEMBER) |
INDEPENDENT
INDEPENDENT Professional Experience: •Chief Operating Officer, Dragos, Inc., since 2024 •Chief Operating Officer, Executive Office at the Federal Reserve Bank of New York, 2016 – 2017 •17 years in various leadership roles at Ernest & Young LLP, including: –Global Coordinating Partner, –Americas Innovation & Digital Strategy Leader –Global/Americas Tech Ops Executive –Global Information Security Officer –Northeast Advisory People Leader Professional Awards: •Nominated to the 2017 Female FTSE Index: 100 Women to Watch •The Council of Urban Professionals recognized her contributions with a Catalyst Change Agent award in 2013 Education/Certifications: •B.S., Engineering, University of Poona, India •M.S., Electrical Engineering & Computer Science, UC, Berkeley •Holds advanced international certifications in ESG, corporate governance, information systems security, and audit •Licensed Certified Public Accountant •NACD Directorship Certification® •CISSP, FSA, CGEIT and CISA Public Board Experience: •ChargePoint Holdings, Inc., since 2022; member of audit committee •Lesaka Technologies Inc., since 2018; audit chair, member of social & ethics, and nominating and governance committees
Previous Public Company
Previous Public Company
Board Experience during
Board Experience during the last five years: •Cisco Systems, Inc., June 2024 - December 2024, member of audit and public policy committees •TTEC Holdings, Inc., 2017 – Sept. 2024, chair security & technology committee, member of audit and nominating and corporate governance committees •Datatec Limited, 2018 – 2022, lead independent director and member of audit, risk and compliance, remunerations and nominations committee •Designer Brands Inc., 2018 – 2022, member of audit and nominating and governance committees
Non-public board and other
Non-public board and other advisory services: •Advisor to SAAS startups •Strategic Advisor, Mission OG, since 2020 •Strategic Advisor, DecisionGPS, LLC, since 2015 - 2024
Non-public board and other
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | GLOBAL BUSINESS | | | | PUBLIC COMPANY BOARD |
Non-public board and other
Individual Contributions: Ms. Singh-Bushell’s extensive experience managing and leading a global professional services firm, advising senior executives around the globe, and serving on public company boards from various industries, coupled with her knowledge of technology, finance, and cybersecurity, enables her to bring a broad range of capabilities to the Huron board. She also offers a unique perspective through her global management expertise and proven track record working on transformations in the digital and technology space.
Non-public board and other
| Huron Consulting Group Inc. | 11 | 2025 Proxy Statement |
Non-public board and other
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Non-public board and other
| Debra Zumwalt AGE: 69 | DIRECTOR SINCE: 2014 COMMITTEES: C (MEMBER), N&CG (MEMBER), T&IS (MEMBER) |
INDEPENDENT
INDEPENDENT Professional Experience: •Vice President, General Counsel, Stanford University, since 2001; Member, University Cabinet, providing governance, legal and strategic advice to the boards of the University, Stanford Health Care, Lucile Packard Children’s Hospital at Stanford, and Stanford Management Company, which manages over $30 billion in assets; Member of the board of overseers for SLAC National Accelerator Laboratory at Stanford; and Director of SUMIT Holding International, LLC, SUMIT Insurance Company Ltd. and PEAC, a holding company and insurance companies providing insurance coverage for the Stanford hospitals and physicians •Pillsbury Winthrop LLP, Partner from 1993 to 2001 and served as managing partner of the Silicon Valley office and member of the firm’s governing board; served as a litigation associate prior to becoming a partner •Senior University Counsel at Stanford from 1987 to 1993 •Litigation counsel for Chevron Chemical Company Education/Certifications: •J.D., Stanford Law School •B.S., Political Science, Arizona State University Public Board Experience: •Exponent, Inc., director, since 2014; chair of human resources committee and member of audit and nominating and governance committees
Non-public board and other
Non-public board and other advisory services: •American University of Afghanistan, Board of Trustees, since 2007 •Ms. Zumwalt previously served on other nonprofit boards in education and legal services.
Non-public board and other
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | GLOBAL BUSINESS | | | | HEALTHCARE | | | | HIGHER EDUCATION | | | | PUBLIC COMPANY BOARD |
Non-public board and other
Individual Contributions: Given the many roles she serves in connection with her position as chief legal officer of a university with three affiliated hospitals including the legal services provided to the University and its affiliated hospitals with combined annual revenues of over $18 billion, Ms. Zumwalt is uniquely qualified to share with the Huron board her experience with navigating the challenges faced by both higher education and healthcare organizations. Ms. Zumwalt also contributes to the Huron board a perspective on the law and governance through her background as a former partner of a prominent law firm and her current membership on the boards of corporate and academic organizations.
Non-public board and other
| Huron Consulting Group Inc. | 12 | 2025 Proxy Statement |
Non-public board and other
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Directors Not Standing for Election
Directors Not Standing for Election
Directors Not Standing for Election
| Joy T. Brown AGE: 46 | DIRECTOR SINCE: 2022 COMMITTEES: T&IS (CHAIR), C (MEMBER), F &CA (MEMBER) |
INDEPENDENT
INDEPENDENT Professional Experience: •SVP and Chief Digital Information Officer, Boston Medical Center Health System since 2024 •Verizon’s Media business line, Chief Data Officer from 2020 - 2022 •Capital One Credit Card Businesses Global Data, Analytics and Machine Learning function lead from 2019 to 2020 •Previous positions with United Health Group and Vanguard and had roles at General Electric in the financial services businesses and corporate operations Education/Certifications: •B.S., Information Systems and Data Engineering, Virginia Commonwealth University •M.B.A., Saint Joseph’s University, Philadelphia •Director Certificate, Harvard Business School, New Era of Governance Public Board Experience: •Tractor Supply Company, director since 2021 and member of audit and nomination and governance committee
Non-public board and other
Non-public board and other advisory services: •ESO Solutions, Inc., director •ValidiFI, LLC, director
Non-public board and other
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | GLOBAL BUSINESS | | | | HEALTHCARE | | | | PUBLIC COMPANY BOARD |
Non-public board and other
Individual Contributions: Ms. Brown is a technology executive with a successful track record guiding Fortune 100 global organizations through innovative digital transformation in a world where data and artificial intelligence (“AI”) are key drivers of achieving B2B and B2C growth and where increasing stockholder value is contingent on meeting corporate performance objectives, delivering value to consumers, and establishing consumer- focused 360-degree leading-edge capabilities. Her hands-on experience evolving digital capabilities in the healthcare industry and proficiency leading digital, technology, cybersecurity and information strategy to enhance operations for patients and members, enables her to contribute a unique perspective to Huron’s efforts in various industries.
Non-public board and other
| Huron Consulting Group Inc. | 13 | 2025 Proxy Statement |
Non-public board and other
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Non-public board and other
| H. Eugene Lockhart AGE: 75 | DIRECTOR SINCE: DECEMBER 2006 COMMITTEES: F&CA (CHAIR), A (MEMBER), C (MEMBER) |
INDEPENDENT
INDEPENDENT Professional Experience: •Founder, Chairman Emeritus and General Partner, MissionOG LLC, a venture capital firm with significant operational and investment experience across the financial services and payments industries since 2014 •Senior advisor, Blackstone, with a focus on Blackstone Growth and Blackstone Tactical Opportunities, since 2020 •Special adviser, General Atlantic LLC, a leading global growth investment firm, 2012 to 2019 •Venture partner at Oak Investment Partners, 2002 until 2012 •Through the above-mentioned investment firms, Mr. Lockhart has been actively involved in overseeing the management of high growth companies, including NetSpend, Argus Information, Metro Bank PLC, CLIP, DemystData, Factor Trust, Avant, BillDesk, and others •Prior leadership positions include president of Global Retail Bank at Bank of America, president and chief executive officer of MasterCard International, and chief executive officer of Midland Bank plc. Education/Certifications: •B.S., Mechanical Engineering, University of Virginia •M.B.A., The Darden Graduate School of Business, University of Virginia •Certified Public Accountant (inactive) Public Board Experience: •Mr. Lockhart does not currently serve on boards of other publicly traded companies
Previous Public Company Board
Previous Public Company Board
Experience during the last five
Experience during the last five years: •Alkami Technology, Inc., 2021 – 2022 •Metro Bank PLC, 2010 – 2020
Non-public board and other
Non-public board and other advisory services: •Community Choice Financial, director, 2018 - 2025 •Ingo Payments, director since 2015 •Featurespace, director since 2019 •Thredd, director since 2022, currently serves as Chair •PayCargo LLC, director since 2022 •The Thomas Jefferson Foundation (Monticello), 2007 - 2013, Chair 2011 - 2012, Chaiman Emeritus 2015 - 2017 •The Darden School Foundation, University of Virginia, 1997 - 2008 including service as chair
Non-public board and other
| Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | GLOBAL BUSINESS | | | | HEALTHCARE | | | | HIGHER EDUCATION | | | | PUBLIC COMPANY BOARD |
Non-public board and other
Individual Contributions: Mr. Lockhart brings to Huron’s board his considerable experience overseeing and growing companies in which he represents venture capital investors, his experience as chief executive officer of leading corporations, and his service on the boards of companies and foundations in such fields as healthcare, education, pharmaceuticals, and financial services. In addition, as a former executive and chairman of some of the most visible companies in the world, Mr. Lockhart contributes a broad array of contacts to Huron.
Non-public board and other
| Huron Consulting Group Inc. | 14 | 2025 Proxy Statement |
Non-public board and other
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Non-public board and other
| James H. Roth AGE: 67 | DIRECTOR SINCE: NOVEMBER 2009, VICE CHAIRMAN SINCE 2023 COMMITTEES: As an employee director, Mr. Roth does not serve on any committees. |
Compensation of Directors
Compensation of Directors The Huron non-employee director compensation program is designed to enhance our ability to attract and retain highly qualified directors and to align their interests with the long-term interests of our stockholders. The program consists of both a cash component, designed to compensate non-employee directors for their service on the board and its committees, and an equity component, designed to align the interests of non-employee directors and stockholders. Neither Mr. Roth nor Mr. Hussey receive compensation for their service on the board. Effective January 1, 2024, the director compensation program is comprised of the following elements:
Compensation of Directors
| Compensation Element | Compensation | | Annual cash retainer(1)(2) | Non-executive Chairman - $160,000 | | | Vice Chairman - $85,000(3) | | | All non-employee directors including the Chairman - $75,000 | | Annual restricted stock unit grant | $170,000 in the form of restricted stock units(4) | | Annual committee chairperson retainer | Audit - $25,000 | | | Compensation - $20,000 | | | Nominating and Corporate Governance - $15,000 | | | Technology and Information Security - $15,000 | | | Finance and Capital Allocation - $15,000 | | Annual committee membership retainer, other than the chair | Audit - $10,000 | | | Compensation - $10,000 | | | Nominating and Corporate Governance - $7,500 | | | Technology and Information Security - $7,500 | | | Finance and Capital Allocation - $7,500 | | Stock ownership requirement | Non-employee directors are expected to own Huron stock equal to five times the annual cash retainer of $75,000 |
Compensation of Directors
(1)The non-executive chairman of the board is eligible for committee chair and committee membership fees. (2)All directors are reimbursed for out-of-pocket expenses for attending board and committee meetings. (3)Mr. Roth, Vice Chairman, client services, is an employee, therefore, is not eligible for the Vice Chairman retainer. (4)Granted on the date of the Company’s annual meeting and priced based upon the closing stock price on the date of grant which vests ratably over 12 quarters. If a new non-employee director joins the board after the Company’s annual meeting, the award is prorated as follows: –If the new director joins within six months of the Company’s annual meeting, the director will receive half of the annual grant. –If the new director joins over six months after the Company’s annual meeting, no grant will be made. Directors are eligible to participate in our deferred compensation plan, which is described under the caption “EXECUTIVE COMPENSATION—2024 Nonqualified Deferred Compensation.” One director participated from 2013 through 2018, and again during 2024, and a second director elected to participate beginning in 2015.
Compensation of Directors
| Huron Consulting Group Inc. | 25 | 2025 Proxy Statement |
Compensation of Directors
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Director Compensation Table
Director Compensation Table The following table summarizes the fees paid and the aggregate grant date fair value of restricted stock units granted to each of the non-employee directors in 2024. Directors who are also officers or employees of the Company receive no compensation for duties performed as a director. For a discussion of Mr. Roth's senior management agreement and employee compensation for 2024, please see the section of this Proxy Statement titled Certain Relationships and Related Transactions. For a discussion of Mr. Hussey's senior management agreement and employee compensation for 2024, please see the section of this Proxy Statement titled Executive Compensation.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(6) | Stock Awards ($)(1) | Total ($) | | Joy T. Brown(2) | 107,500 | 169,964 | 277,464 | | H. Eugene Lockhart(3) | 110,000 | 169,964 | 279,964 | | Peter K. Markell(4) | 115,000 | 169,964 | 284,964 | | John McCartney(3)(5) | 252,500 | 169,964 | 422,464 | | Hugh E. Sawyer(3) | 112,500 | 169,964 | 282,464 | | Ekta Singh-Bushell(3) | 105,000 | 169,964 | 274,964 | | Debra Zumwalt(3) | 100,000 | 169,964 | 269,964 |
Director Compensation Table
(1)This column represents the aggregate grant date fair value of restricted stock units granted to our directors in 2024. Grant date fair value is based on the closing price of Huron stock on the day of grant. Each of these grants vests ratably over the 12 calendar quarters following the grant. (2)On December 31, 2024, Ms. Brown held 4,007 unvested restricted stock units. (3)On December 31, 2024, each of Mr. Lockhart, Mr. McCartney, Mr. Sawyer, Ms. Singh-Bushell, and Ms. Zumwalt held 3,556 unvested restricted stock units. (4)On December 31, 2024, Mr. Markell held 3,913 unvested restricted stock units. (5)Mr. McCartney has access to office space at the Company’s principal business offices in Chicago. The Company does not incur any incremental costs in connection with the provision of this office space. (6)Includes cash board fees deferred by non-employee directors under our Deferred Compensation Plan, as further described under the heading "Deferred Compensation Plan" within the Compensation Discussion and Analysis of this Proxy Statement. During 2024, Mr. McCartney and Ms. Zumwalt were the only non-employee directors to make deferrals of cash board fees in the Deferred Compensation Plan. Ms. Zumwalt and Mr. McCartney have account balances in the Deferred Compensation Plan. The earnings on Ms. Zumwalt's and Mr. McCartney’s account balances in the Deferred Compensation Plan were $156,827 and $207,096, respectively, in 2024. Huron does not pay above-market interest or preferential dividends on investments in the Deferred Compensation Plan.
Director Compensation Table
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Director Compensation Table
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Compensation Best Practices
| What We Do | | What We Do Not Do | | | ✓ | Align pay with performance with a significant majority of compensation at-risk and based on objective financial performance measures | ✗ | No excise tax gross-ups | | ✓ | Appropriately balance short-term and long-term incentives | ✗ | No hedging or pledging of Huron stock | | ✓ | Align executive compensation with stockholder returns through performance-based equity grants that include minimum time-vesting requirements | ✗ | No stock grants are "timed" or awards to be repriced | | ✓ | Establish rigorous, achievable, and predominantly quantitative goals, that ensure focused, measurable progress and overall organizational advancement | ✗ | No material executive perquisites not commonly available to the broader Huron employee population or to similarly situated key management employees | | ✓ | Require the annual incentive program funding to be capped at target payout if total shareholder return for the year is negative | ✗ | No "evergreen" features or liberal share counting provisions within our equity plan | | ✓ | Perform an annual risk assessment of our compensation programs | ✗ | No automatic grants to any participant within the equity plan | | ✓ | Maintain robust stock ownership guidelines | | | | ✓ | Provide only double-trigger benefits in a change of control event | | | | ✓ | Maintain a clawback policy providing for recoupment of incentive-based compensation | | | | ✓ | Retain an independent compensation consultant to the Board | | | | ✓ | Administer the equity plans through the Compensation Committee, which is comprised entirely of independent directors | | | | ✓ | Mitigate potential dilution of equity award grants through our share repurchase program | | | | ✓ | Solicit investor feedback on our compensation program and potential enhancements through an extensive stockholder engagement program | | |
Executive Compensation Pay Components
| Compensation Element | Form | Compensation Philosophy Alignment | What it Rewards | | Base Salary | 100% Cash | Provide market-competitive base pay that reflects the role and responsibilities, the ability to influence company results, and the experience and individual performance of each executive. | Accomplishment of day-to-day responsibilities, individual performance, the executive's experience, and the competitiveness of the talent market. | | Annual Incentive | 100% Cash | Set challenging, but attainable, goals that motivate exceptional performance against the annual operating plan and serve as a key compensation vehicle for differentiating performance each year. | Achievement of predefined financial, operational and strategic measures that are commensurate with performance against the annual operating plan. | | Long-Term Incentive | 70% Performance Share Units (PSUs) | Focus executives on the achievement of strong performance against long-term strategic and financial goals to directly align each executive's interests with the long-term interests of stockholders. | Alignment of stockholder interests with the attainment of long-term financial goals and share price appreciation. | | | 30% Restricted Stock Units (RSUs) | Provide for long-term executive retention. | |
Peer Group &
Peer Group &
Metrics
| •Review compensation peer group for consistency with Huron’s size, offerings and market for talent •Perform annual risk assessment of compensation programs •Review peer group, external market data and stockholder feedback related to our executive compensation program | •Approve total target compensation for each named executive officer •Establish financial and strategic measures for 2024 AIP and 2024 – 2026 LTIP | •Monitor performance against established AIP and LTIP targets to ensure compensation philosophy, principles and objectives are being met •Monitor compliance with executive stock ownership requirements | •Review pay-for- performance alignment •Certify payout of 2024 AIP for each named executive officer based on actual achievement against pre-established targets •Certify payout of 2022-2024 LTIP based on actual achievement against pre-established targets |
Role of Compensation Committee
Role of Compensation Committee The Compensation Committee, which is comprised entirely of independent directors, is primarily responsible for administering our executive compensation program in a manner consistent with our compensation philosophy and objectives. The principal functions of the Compensation Committee are to: •set salaries and annual and long-term incentive levels for the CEO and other named executive officers, so that the program is promoting stockholder value; •evaluate the performance of the CEO (in coordination with the full Board) and review the CEO evaluation of the other named executive officers annually; •review and approve the design and competitiveness of our executive compensation plans, including benefits and perquisites; •review and approve the total cash and stock bonus pools for the organization, and approve the individual incentive payout awards for the named executive officers; •review and approve the total compensation package for Section 16 officers and high-earning Company employees; •review the design, competitiveness and pay equity of our Company-wide compensation plans, including benefits; •review director compensation and make recommendations to the Board; •review and approve goals used for the annual and long-term incentive plans; •retain or terminate, in its sole discretion, any independent compensation consultant used to assist the Compensation Committee;
Role of Management
Role of Management Our CEO, along with the chief human resources officer and other members of senior leadership, support the Compensation Committee's design, review and evaluation of the executive compensation program. The executive officers provide recommendations for the financial and strategic measures within the annual incentive and long-term incentive programs, which are grounded in Huron's long-term growth strategy and market data. Additionally, our CEO provides a review of each named executive officer's annual performance but does not participate in the decisions related to his own compensation. The Compensation Committee carefully reviews and deliberates on all recommendations provided by management. Additionally, to support the Compensation Committee's review and approval of the total cash and stock bonus pools available for the organization, and to help ensure the Company-wide compensation programs appropriately balance stockholder returns and employee retention, the executive officers regularly review Company, industry and capability performance with the Compensation Committee.
Role of the Compensation Peer Group
Role of the Compensation Peer Group The Compensation Committee reviews external market data to inform its decisions about executive compensation, specifically to determine a range of pay, inclusive of salary, target annual incentives, and target long-term incentive awards. Total direct compensation, as well as the components thereof, are compared to similar roles and responsibilities for those of the Compensation Committee-approved peer group described below, as well as Radford Global Technology survey data for companies with comparable total revenues as Huron. Individual target pay is benchmarked against these external market sources, but can and does vary based on several factors including each individual executive officer's experience, qualifications and performance. We note that the Compensation Committee does not target NEOs’ pay to a specified percentile relative to the below Compensation Peer Group, but rather reviews peer group compensation data for each element of compensation, including base salary, cash annual incentive, long-term incentive targets, and target total compensation (target total cash plus long-term incentive compensation). The peer group is comprised of U.S.-based companies who are business-to-business service providers in the Research and Consulting Services, Human Resource and Employment Services, Health Care Technology, Health Care Services, IT Consulting and Other Services, or Application Software industry sectors with revenues within 0.5x to 2.5x of Huron’s revenues and market capitalization within 0.4x to 4.3x of Huron’s market capitalization as of the review date. Annually, the Compensation Committee reviews the composition of the peer group to determine whether any changes should be made. For 2024 executive compensation decisions, the Compensation Committee approved the addition of two new peers, Perficient, Inc. and R1 RCM, Inc., as well as the removal of Veradigm, Inc. on the basis of the foregoing criteria. Below is the approved list of fifteen (15) companies that comprised our peer group for 2024 compensation as well as Huron's relative positioning of revenue and market capitalization to the selected peer group as of October 2023 when the peer group was approved. We note
Role of the Compensation Peer Group
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Role of the Compensation Peer Group
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
Role of the Compensation Peer Group
Huron's relative positioning within this peer group and the median total direct compensation of the executive officers within the peer group were not materially impacted by the changes made. Below is the list of 15 companies that comprised our peer group for 2024 compensation.
Role of the Compensation Peer Group
| 2024 Peer Group | | | | CBIZ, Inc. | FTI Consulting Inc. | NextGen Healthcare, Inc. | | CRA International, Inc. | Heidrick & Struggles International, Inc. | Premier, Inc. | | Dun & Bradstreet Holdings, Inc. | ICF International, Inc. | Perficient, Inc. | | Evolent Health, Inc. | Korn Ferry | R1 RCM, Inc. | | Exponent, Inc. | LiveRamp Holdings, Inc. | Resources Connection, Inc. |
Role of the Compensation Peer Group
Huron's relative positioning of revenue and market capitalization to the selected peer group as of October 2023 when the peer group was approved:
Role of the Compensation Peer Group
| Revenues (Percentile) | | | | | | | | • | | | | 0 | 25 | 50 | 75 | 100 |
Role of the Compensation Peer Group
| Market Capitalization (Percentile) | | | | | | | • | | | | | 0 | 25 | 50 | 75 | 100 |
2024 Target Compensation Opportunity
| Name | Base Salary | Target Annual Incentive Opportunity (% of Salary) | Target Long-Term Incentive Opportunity (% of Salary) | | C. Mark Hussey1 | $950,000 | 140% | 375% | | John D. Kelly2 | $600,000 | 115% | 220% | | J. Ronald Dail3 | $675,000 | 90% | 140% | | Ernest Torain4 | $450,000 | 75% | 125% |
2024 Annual Incentive Program
2024 Annual Incentive Program The Compensation Committee continues to believe that the NEOs should be critically focused on improving stockholder value by driving and executing on the growth strategy and delivering results against the annual operating plan. As such, the Compensation Committee retained Organic Revenue6 and Adjusted EBITDA Margin6 as the primary annual incentive financial metrics, and aligned the strategic measures to the core principles of Huron's business strategy. As in the prior year, the combination of the financial metrics and the enumerated strategic measures results in approximately 91% of the total annual incentive opportunity tied to metrics that use predefined quantitative goals. Performance against each metric is measured independently. Each performance metric is measured in a range of 0 to 200%, with threshold performance achieving a 50% payout. The minimum amount that could be paid is 12.5% of target, calculated as threshold payout of 50% for the lowest weighted component. Maximum payout represents 200% of target. The annual incentive program requires the annual incentive payout to be capped at target if total shareholder return (TSR) is not positive for the year with no Compensation Committee discretion to override; however, the cap was not triggered in 2024 as TSR was 21%. As a result of the strong performance achieved in 2024, the Compensation Committee approved a total payout of 115.7% of target for the 2024 annual incentive program. The final amount of such bonuses for each NEO are reported for 2024 in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Additional detail on the 2024 annual incentive goals and performance achieved follows.
2024 Annual Incentive Goals
2024 Annual Incentive Goals
2024 Annual Incentive Goals
| | | Achievement | | | Payout % of Target | | Performance Measure | Weighting | Threshold | Target | Maximum | | | Organic Revenue6 | 40% | | | | 88% | | Adjusted EBITDA Margin6 | 35% | | | | 154% | | Strategic Measures | 25% | Varies by measure - details below | | | 106.5% | | Total | 100% | | | | 115.7% |
2024 Annual Incentive Goals
| | | Actual Performance $1,483B | | | | | | • | | | | No Payout Earned | | | | Max Payout Earned | | | $1.430B | $1.500B | $1.655B | |
2024 Annual Incentive Goals
| | | | Actual Performance 13.54% | | | | | | • | | | No Payout Earned | | | | Max Payout Earned | | | 12.0% | 13.0% | 14.0% | |
2024 Annual Incentive Goals
7 See Appendix C for the definitions of adjusted EBITDA margin free cash flow, and other non-GAAP financial measures included in this Proxy Statement, as well as their reconciliation to the most directly comparable GAAP financial measure.
2024 Annual Incentive Goals
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2024 Annual Incentive Goals
| General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Proposal Four | Proposal Five | Stockholder Proposals | Other Matters |
2024 Strategic Measures
2024 Strategic Measures The portfolio of strategic measures applied to the 2024 annual incentive program directly aligned to the growth strategy of the organization through the following four principles: Grow Revenue, Grow Margins, Grow People and Financial Strength. Each of these goal's performance was assessed against pre-approved, defined measures of success, of which a majority were objective, quantifiable goals. In total, 65% of the strategic measures within the 2024 annual incentive program were assessed against objective, quantifiable goals. The following chart outlines the 2024 goals as well as their weighting, alignment to strategy and actual levels of achievement.7
2024 Long-Term Incentive Program
2024 Long-Term Incentive Program Under the 2024 long-term incentive program, 70% of the target long-term incentive program value was granted in the form of performance share units (PSUs) and 30% was granted in the form of restricted stock units (RSUs), both with a three-year vesting period. The final payout of the PSUs granted in 2024 will be determined at the end of the full three-year performance period based on performance against predetermined, cumulative three-year goals for revenues before reimbursable expenses and adjusted Diluted EPS, with 50-50 weighting. Please note that in 2024, the Company revised the line item description of revenues to rename revenues as revenues before reimbursable expenses. This change had no impact on the performance metric nor the performance goals under the current or prior year long-term incentive programs. The line item description has been revised below for consistent presentation. The RSUs granted in 2024 will vest annually over the three-year vesting period. The minimum amount of PSUs that could be earned is 25% of target, calculated as threshold payout of 50% on only one of the financial measures. No PSUs will be earned if a threshold level of performance is not achieved for all financial measures. The PSUs can be earned up to 200% of target for maximum performance on all financial measures. As in prior years, we cannot disclose the details of the three-year goals at this time due to their material, non-public nature.
Previously Awarded Performance-Based Long-Term Incentive Programs
Previously Awarded Performance-Based Long-Term Incentive Programs
2022-2024 Performance Cycle
2022-2024 Performance Cycle In 2022, 70% of the target long-term incentive program value was granted in the form of PSUs with a three-year performance period that ended on December 31, 2024, and 30% was granted in the form of RSUs with a three-year vesting period. The final payout of the PSUs was calculated based on the actual results of revenues before reimbursable expenses and adjusted diluted EPS8 over the three-year period against the predetermined, cumulative three-year performance goals. Based on the actual results during the performance cycle, the overall payout was 200% of target as illustrated in the table below.
2022-2024 Performance Cycle
| | | Achievement | | | Payout % of Target | | Performance Measure | Weighting | Threshold | Target | Maximum | | | Revenues before Reimbursable Expenses | 50% | | | | 200% | | Adjusted Diluted EPS8 | 50% | | | | 200% | | Total | 100% | | | | 200% |
2022-2024 Performance Cycle
| | | | Actual Performance $3.980B | | | | | • | | No Payout Earned | | | Max Payout Earned | | | $2.870B | $3.375B | $3.880B |
2022-2024 Performance Cycle
| | | | Actual Performance $14.81 | | | | | • | | No Payout Earned | | | Max Payout Earned | | | $9.15 | $10.75 | $12.35 |
2023-2025 Performance Cycle
2023-2025 Performance Cycle Under the 2023 long-term incentive program, 70% of the target long-term incentive program value was granted in the form of PSUs with a three-year performance period that ends on December 31, 2025, and 30% was granted in the form of RSUs with a three-year vesting period. The final payout of the PSUs granted in 2023 will be determined at the end of the full three-year performance period based on performance against the predetermined, cumulative three-year goals for revenues before reimbursable expenses and adjusted diluted EPS, with 50-50 weighting. As in prior years, we cannot disclose the details of the three-year goals at this time due to their material, non-public nature.
2024-2026 Performance Cycle
2024-2026 Performance Cycle Under the 2024 long-term incentive program, 70% of the target long-term incentive program value was granted in the form of PSUs with a three-year performance period that ends on December 31, 2026, and 30% was granted in the form of RSUs with a three-year vesting period. The final payout of the PSUs granted in 2024 will be determined at the end of the full three-year performance period based on performance against the predetermined, cumulative three-year goals for revenues before reimbursable expenses and adjusted diluted EPS, with 50-50 weighting. As in prior years, we cannot disclose the details of the three-year goals at this time due to their material, non-public nature.
Equity Award Grant Practices
Equity Award Grant Practices Annual awards under our long-term incentive (LTI) program for named executive officers are typically approved by the Compensation Committee during its February meeting, with a grant date of March 1, in accordance with our pre-established equity award grant schedule. The target LTI value is converted into grants based on the stock price on the date of grant. We do not grant equity awards in anticipation of the release of material, nonpublic information, nor do we time such releases of material, nonpublic information based on equity award grant dates, vesting events or sale events. In 2024, we have not timed the disclosure of material, nonpublic information for the purpose of affecting the value of executive compensation for our named executive officers. Additionally, no stock options were granted to our named executive officers in 2024.
Employment Agreements
Employment Agreements Huron has entered into agreements with each of the named executive officers that provide for benefits upon termination of employment under certain circumstances, including in connection with a change of control of the Company. Huron provides these benefits as a means of remaining competitive, retaining executive officers, focusing executive officers on stockholder interests when considering strategic alternatives and providing income protection in the event of involuntary loss of employment. In general, these arrangements provide for severance benefits upon Huron’s termination of the executive’s employment without cause or resignation by the executive for good reason (constructive termination). In the event of a change of control of Huron and if the executive’s employment is terminated without cause or he or she resigns for good reason, the executive will receive enhanced severance benefits. Huron provides these enhanced severance benefits only with a "double trigger" because the Company believes that the executive officers would be materially harmed in a change of control only if it results in reduced responsibilities or compensation or loss of employment for the executive. Huron employment agreements do not provide for any gross-ups. Mr. Torain departed from the Company effective March 15, 2024. In connection with his departure, on March 10, 2024, Huron and Mr. Torain entered into a mutual separation agreement pursuant to which Mr. Torain became eligible for severance payments and benefits consistent with the terms of his senior management agreement for a termination without Cause. More information on our use of employment agreements, including the estimated payments and benefits payable to the named executive officers and the actual severance payable to Mr. Torain under his separation agreement, is provided under the "Potential Payments Upon Termination or Change of Control" section of this Proxy Statement.
Tax Considerations
Tax Considerations Section 162(m). Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation paid in excess of $1 million for any fiscal year to a company’s "covered employees." The Compensation Committee expects to authorize in the future compensation in excess of $1 million to employees that will not be deductible under Section 162(m) when it believes doing so is in the best interests of the Company and its stockholders. The Company considers it important to retain the flexibility to design a compensation program that is in the best long-term interests of the Company and its stockholders, even if certain payments under the program are not deductible under Section 162(m). Section 280G. Section 280G of the Code disallows a company’s tax deduction for certain payments in connection with a change of control defined as "excess parachute payments," and Section 4999 of the Code imposes a 20% excise tax on certain persons who receive excess parachute payments. The senior management agreements in effect ensure that any covered payments would be reduced to the extent necessary so that no portion of such payments is subject to the excise tax.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | C. Mark Hussey(4) Chief Executive Officer and President | 2024 | 948,958 | 430,000 | 3,562,496 | 1,539,143 | 39,381 | 6,519,978 | | | 2023 | 919,792 | 430,000 | 2,642,725 | 1,676,563 | 37,323 | 5,706,403 | | | 2022 | 800,000 | 430,000 | 1,643,228 | 1,104,000 | 38,603 | 4,015,831 | | John D. Kelly Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 598,958 | 205,000 | 1,320,032 | 798,503 | 31,440 | 2,953,933 | | | 2023 | 572,917 | 205,000 | 1,322,087 | 833,750 | 29,956 | 2,963,710 | | | 2022 | 525,000 | 205,000 | 1,029,306 | 652,050 | 29,034 | 2,440,390 | | J. Ronald Dail(5)(6)(7) Executive Vice President and Chief Operating Officer | 2024 | 673,958 | — | 944,996 | 833,721 | 28,320 | 2,480,995 | | | 2023 | 650,000 | — | 812,465 | 964,316 | 26,923 | 2,453,704 | | | 2022 | 612,500 | — | 882,726 | 766,487 | 26,154 | 2,287,867 | | Ernest W. Torain, Jr.(8) (9) Former Executive Vice President, General Counsel and Corporate Secretary | 2024 | 112,500 | 80,000 | — | — | 914,371 | 1,106,871 | | | 2023 | 447,917 | 80,000 | 692,411 | 489,375 | 34,516 | 1,744,219 | | | 2022 | 398,333 | 80,000 | 516,327 | 276,000 | 33,486 | 1,304,146 |
2024 Summary Compensation Table
(1)The bonus amounts paid in 2022, 2023, and 2024 represent all three installments of the three-year cash retention bonus made in 2021 to retain the NEOs’ continued leadership through the COVID-19 pandemic and in recognition of their exceptional performance during 2020. (2)This column represents the aggregate grant date fair value of restricted stock, restricted stock units and/or performance share units and/ or performance-based stock option awards. The value of the performance share units and performance-based stock options in the table is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. Performance share unit values in the Stock Awards column are based on performance achieved at target levels for the included performance share units, which was the probable outcome of performance conditions as of the grant date for the PSUs. The grant date fair value of each NEO’s performance share unit grants for 2024 if earned at maximum levels was $4,987,494, $1,848,045, and $1,323,014, for Messrs. Hussey, Kelly, and Dail, respectively. (3)All Other Compensation for 2024 is detailed in the table below. (4)Mr. Hussey served as president and chief operating officer through June 30, 2022, at which time he was succeeded by Mr. Dail effective July 1, 2022. Mr. Hussey continued to serve as president through December 31, 2022, and effective January 1, 2023, began serving as chief executive officer and president. (5)Mr. Dail has served as executive vice president and chief operating officer since July 1, 2022, prior to which he led Huron’s healthcare performance improvement business unit. (6)Mr. Dail's 2022 non-equity incentive plan compensation includes his earned non-equity incentive compensation under the NEO annual incentive plan and Healthcare Managing Director annual incentive plan, prorated for his time served as a managing director in the Healthcare business unit. Additionally, this total includes $122,837 earned under the Healthcare Managed Services incentive program, a commission-based program for the Healthcare Managed Services offering that is determined based on the revenue generated on certain engagements which Mr. Dail is eligible for based on his prior role as the leader of Huron's healthcare performance improvement business unit through July 1, 2022. Mr. Dail is expected to be eligible for this incentive compensation through 2025 per the terms of the Healthcare Managed Services incentive program structure. (7)Mr. Dail's 2023 and 2024 non-equity incentive plan compensation includes his earned non-equity incentive compensation under the NEO annual incentive plan and $116,066 and $130,692 earned under the Healthcare Managed Services incentive program in 2023 and 2024, respectively. The Healthcare Managed Services incentive program is a commission-based program for the Healthcare Managed
2024 Summary Compensation Table
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2024 Summary Compensation Table
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2024 Summary Compensation Table
Services offering that is determined based on the revenue generated on certain engagements which Mr. Dail is eligible for based on his prior role as the leader of Huron's healthcare performance improvement business unit through July 1, 2022. Mr. Dail is expected to be eligible for this incentive compensation through 2025 per the terms of the Healthcare Managed Services incentive program structure. (8)Mr. Torain’s last day of employment with the Company was March 15, 2024. Mr. Torain’s salary and retention bonus earned for services performed prior to his departure are reflected in the table above. See the “2024 All Other Compensation” table below for additional amounts paid on or subsequent to his departure, which are included in the “All Other Compensation” column of the Summary Compensation Table as well. (9)In March 2024, prior to his departure, a restricted stock grant and PSU grant were made in our equity administration system to Mr. Torain. These awards were not treated as granted for purposes of ASC 718 and we did not recognize any compensation expense for such awards. These awards were cancelled prior to the Record Date. Therefore, such awards are not included in the table above and are disregarded for purposes of other executive compensation disclosures in this Proxy Statement.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table summarizes the grants of equity awards and annual cash incentive awards for 2024 to each named executive officer.
2024 Grants of Plan-Based Awards
| | | Date of Compensation Committee Action | Estimated Future Payouts Under Non Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | C. Mark Hussey | 3/1/2024 | 2/21/2024 | — | — | — | 6,272 | 25,088 | 50,176 | — | 2,493,747(2) | | | 3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 10,752 | 1,068,749(3) | | | | | 166,250 | 1,330,000 | 2,660,000(1) | — | — | — | — | — | | John D. Kelly | 3/1/2024 | 2/21/2024 | — | — | — | 2,324 | 9,296 | 18,592 | — | 924,022(2) | | | 3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 3,984 | 396,010(3) | | | | | 86,250 | 690,000 | 1,380,000(1) | — | — | — | — | — | | J. Ronald Dail | 3/1/2024 | 2/21/2024 | — | — | — | 1,664 | 6,655 | 13,310 | — | 661,507(2) | | | 3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 2,852 | 283,489(3) | | | | | 75,938 | 607,500 | 1,215,000(1) | — | — | — | — | — | | Ernest W. Torain Jr. | | | 42,188 | 337,500 | 675,000(1) | — | — | — | — | — |
2024 Grants of Plan-Based Awards
(1)The target, threshold and maximum represent the range of cash award that could be earned under the 2024 NEO annual incentive program. The minimum amount that could be paid is 12.5% of target, calculated as threshold payout of 50% for the lowest weighted component. Maximum payout represents 200% of target. Based on the achievement of specific financial goals and strategic measures, the Compensation Committee determined that 115.7% of the target award was earned for 2024. (2)The March 1, 2024 grant of PSUs is based on the performance against predefined financial measures of revenues before reimbursable expenses and adjusted diluted EPS over the three-year performance cycle from 2024-2026. The minimum amount that could be earned is 25% of target, calculated as threshold payout of 50% on only one of the financial measures; and, if threshold performance is not achieved for all financial measures, the award will be forfeited. The PSUs can be earned up to 200% of target for maximum performance on all financial measures. The PSUs that are earned will vest on March 1, 2027. These PSUs were granted under the Company's 2012 Omnibus Incentive Plan. (3)This grant of restricted stock units (RSUs) was made under the 2024 NEO long-term incentive program and will vest annually over a three-year period. The RSUs were granted under the Company’s 2012 Omnibus Incentive Plan. (4)The grant date fair value of all RSU and PSU grants are based on the closing price of Huron stock on the date of grant, which was $99.40 on March 1, 2024; and for performance-based awards, the estimate of expected funding (i.e., the probable outcome of performance conditions) as of the grant date. The total number of PSUs to be earned is contingent on meeting specific financial targets as described in Note 2 above.
2024 Grants of Plan-Based Awards
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2024 Grants of Plan-Based Awards
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2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning outstanding stock and option awards as of December 31, 2024 for each named executive officer. Market value is based on the closing price of Huron stock of $124.26 on December 31, 2024, the last trading day of the fiscal year.
2024 Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | C. Mark Hussey | 3/1/2022 | — | — | — | — | 2,904 (1) | 360,851 | — | — | | | 3/1/2022 | — | — | — | — | 40,648 (2) | 5,050,920 | — | — | | | 3/1/2023 | — | — | — | — | 5,105 (1) | 634,347 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 35,734 (3) | 4,440,307 | | | 3/1/2024 | — | — | — | — | 10,752 (1) | 1,336,044 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 25,088 (4) | 3,117,435 | | John D. Kelly | 3/1/2022 | — | — | — | — | 1,852 (1) | 230,130 | — | — | | | 3/1/2022 | — | — | — | — | 25,912 (2) | 3,219,825 | — | — | | | 3/1/2023 | — | — | — | — | 2,469 (1) | 306,798 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 17,276 (3) | 2,146,716 | | | 3/1/2024 | — | — | — | — | 3,984 (1) | 495,052 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 9,296 (4) | 1,155,121 |
2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | J. Ronald Dail | 3/1/2021 | — | — | — | — | 827 (5) | 102,763 | — | — | | | 3/1/2022 | — | — | — | — | 2,647 (5) | 328,916 | — | — | | | 3/1/2022 | — | — | — | — | 1,297 (6) | 161,165 | — | — | | | 3/1/2022 | 2,452 (6) | 1,225 (6) | 48.22 | 3/1/2029 | — | — | — | — | | | 7/1/2022 | — | — | — | — | 617 (1) | 76,668 | — | — | | | 7/1/2022 | — | — | — | — | 15,332 (2) | 1,905,154 | — | — | | | 3/1/2023 | — | — | — | — | 1,182 (5) | 146,875 | — | — | | | 3/1/2023 | — | — | — | — | 1,993 (1) | 247,650 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 13,950 (3) | 1,733,427 | | | 3/1/2024 | — | — | — | — | 2,852 (1) | 354,390 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 6,655 (4) | 826,950 | | Ernest W. Torain, Jr. (7) | 3/1/2022 | — | — | — | — | 9,810 (2) | 1,218,991 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 3,878 (3) | 481,880 |
2024 Outstanding Equity Awards at Fiscal Year-End
(1)Consists of unvested restricted stock units as of December 31, 2024 that vest 33% annually over three years from the date of grant, provided that the individual is still employed by Huron on the applicable vesting date or is eligible for retirement under the Company's equity incentive plan. (2)Consists of the 2022 grant of PSUs that vest based on performance for the 2022-2024 performance period. The amount reflected in the table equals 200%, the actual amount earned. The earned amount vested on March 1, 2025. (3)Consists of the 2023 grant of PSUs that vest based on performance for the 2023-2025 performance period. Actual payouts may range from 0% to 200% of target, with 25% paid for threshold performance. As of December 31, 2024, it was estimated that the award would be earned at an amount between target and maximum; as such, the amount reflected in the table equals the maximum amount. Once the 2023-2025 performance period is complete, the earned award will vest in its entirety on March 1, 2026. (4)Consists of the 2024 grant of PSUs that vest based on performance for the 2024-2026 performance period. Actual payouts may range from 0% to 200% of target, with 25% paid for threshold performance. The amount reflected in the table equals the target amount based on the estimated funding as of December 31, 2024. Once the 2024-2026 performance period is complete, the earned award will vest in its entirety on March 1, 2027. (5)Consists of unvested restricted stock as of December 31, 2024 that vests 25% annually over four years from the date of grant, provided that the individual is still employed by Huron on the applicable vesting date or is eligible for retirement under the Company's equity incentive plan.
2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
(6)Consists of the unvested PSUs and unexercised performance stock options (PSOs) granted in 2022 that were earned based on the 2022 annual performance of the Healthcare business unit. The amount reflected in the table equals the unvested PSUs and unexercised PSOs of the earned amount. The earned awards vest 33% annually over three years from the date of grant provided the individual is still employed by Huron on the applicable vesting date. (7)As provided for in Mr. Torain’s senior management agreement and the related equity grant agreements, upon departure from the Company, these PSUs remained eligible to vest based on actual performance for the full performance period, prorated for his time served during the performance period. All of Mr. Torain’s outstanding RSU grants that had not vested as of the separation date were forfeited and canceled.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table sets forth certain information concerning stock options exercised and restricted stock and restricted stock units vested during 2024 for each named executive officer.
2024 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | C. Mark Hussey | — | — | 39,247 | 3,851,308 | | John D. Kelly | — | — | 34,732 | 3,408,251 | | J. Ronald Dail | — | — | 7,061 | 692,896 | | Ernest W. Torain, Jr. | — | — | 9,464 | 928,702 |
2024 Option Exercises and Stock Vested
(1)The value realized on vesting equals the number of shares received on vesting multiplied by the closing price of Huron stock on the most recent business day preceding the vesting date.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation The following table sets forth the deferred compensation activity for the named executive officers in 2024.
2024 Nonqualified Deferred Compensation
| Name | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($)(2) | Aggregate Withdrawals/ Distributions in 2024 ($) | Aggregate Balance as of 12/31/24 ($) | | C. Mark Hussey | — | — | 159,966 | — | 1,912,253 | | John D. Kelly | — | — | — | — | — | | J. Ronald Dail | — | — | — | — | — | | Ernest W. Torain, Jr. | — | — | — | — | — |
2024 Nonqualified Deferred Compensation
(1)There were no executive contributions made to the Deferred Compensation Plan for 2024. (2)Huron does not pay above-market interest or preferential dividends on investments in the Deferred Compensation Plan and therefore the amounts in this column are not reported in the Summary Compensation Table.
2024 Nonqualified Deferred Compensation
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2024 Nonqualified Deferred Compensation
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2024 Nonqualified Deferred Compensation
The Company maintains the deferred compensation plan (the "DCP"), which became effective July 1, 2006, for principals, managing directors, corporate vice presidents, named executive officers and members of the Board. The DCP permits eligible employees to defer up to 75% of their base salary and 100% of their annual cash incentive and permits directors to defer up to 100% of their cash compensation. Participants are able to choose from a number of investment alternatives. Earnings are credited based on the returns of the investment options selected by the participant. Huron does not match any amounts deferred or otherwise contribute to the DCP except to make restoration payments to the accounts of participants who do not receive the maximum eligible 401(k) match as a result of participation in the DCP. Deferral elections for base salary and any guaranteed bonus must be made in the calendar year prior to earning such base salary or within 30 days of becoming eligible for the plan. The Company requires that deferral elections of the annual cash incentive be made 12 months prior to the end of the applicable performance period. Payments from the plan automatically begin upon termination of employment or separation from service as a director. Key employees, including executive officers, must wait six months after termination to receive payment from the plan. Participants may elect payment in a lump sum or annual installments for up to 15 years. Upon proof of financial hardship and approval from the Compensation Committee, a participant may be allowed an early distribution. Participants may also elect to receive payments prior to termination through a scheduled distribution.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The estimated amount payable or provided to each named executive officer in each situation is summarized below. These estimates are based on the assumption that the various triggering events occurred on the last day of 2024, along with other material assumptions noted below. The actual amounts that would be paid to a named executive officer upon termination or a change of control can only be determined at the time the actual triggering event occurs. The estimated amount of compensation and benefits described below does not take into account compensation and benefits that a named executive officer has earned prior to the applicable triggering event, such as equity awards that have previously vested in accordance with their terms or vested benefits otherwise payable under our compensation programs.
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
The following table and summary set forth potential payments we would be required to make to our named executive officers upon termination of employment or change of control. The table assumes termination of employment on December 31, 2024 and uses a share price of $124.26, the closing price of our stock on December 31, 2024, the last trading day of the fiscal year.
Potential Payments Upon Termination or Change of Control
| Name | Benefit | Voluntary Termination/ Retirement ($) | Termination without Cause or resignation for Good Reason ($) | Permanent Disability or Death ($) | Involuntary Termination Following Change of Control ($) | | C. Mark Hussey | Salary | — | 1,900,000 | — | 2,375,000 | | | Bonus | — | 2,660,000 | — | 3,325,000 | | | Pro rata annual bonus (1) | — | 1,538,810 | 1,330,000 | 1,538,810 | | | Equity acceleration (2) | — | — | 2,331,242 | 2,331,242 | | | Benefits continuation | — | 29,204 | 7,301 | 36,505 | | | Cutback (3) | — | — | — | -6,158,649 | | | Total Value | — | 6,128,014 | 3,668,543 | 3,447,908 | | John D. Kelly | Salary | — | 600,000 | — | 900,000 | | | Bonus | — | 690,000 | — | 1,035,000 | | | Pro rata annual bonus (1) | — | 798,330 | 690,000 | 798,330 | | | Equity acceleration (2) | — | — | 1,031,979 | 1,031,979 | | | Benefits continuation | — | 21,880 | 10,940 | 32,820 | | | Cutback (3) | — | — | — | -1,597,756 | | | Total Value | — | 2,110,210 | 1,732,919 | 2,200,373 | | J. Ronald Dail | Salary | — | 675,000 | — | 1,012,500 | | | Bonus | — | 607,500 | — | 911,250 | | | Pro rata annual bonus (1) | — | 702,878 | 607,500 | 702,878 | | | Equity acceleration (2) | — | — | 1,570,729 | 1,570,729 | | | Benefits continuation | — | 20,277 | 10,139 | 30,416 | | | Cutback (3) | — | — | — | -2,482,472 | | | Total Value | — | 2,005,655 | 2,188,368 | 1,745,301 |
Potential Payments Upon Termination or Change of Control
(1)Pro rata bonus for termination without Cause or resignation for Good Reason is based on actual performance from 2024. See the Compensation Discussion and Analysis of this Proxy Statement for disclosure regarding amount earned. (2)The acceleration of equity varies by grant and type of termination as outlined in the preceding sections. The value shown is equal to the number of accelerated shares times the closing price on the last day of the fiscal year. These amounts do not include the value of stock that continues to vest per the original schedule post termination, as listed below: (a) The 2023 and 2024 performance units would continue to vest for each of the named executive officers with the number of shares determined based on actual performance through December 31, 2024 and prorated for the number of days that the executive was employed during the performance period. (b) All of the 2022 performance units would continue to vest for each of the named executive officers with the number of shares determined based on actual performance through December 31, 2024, which is the conclusion of performance period. (c)Additionally, in the event an executive qualifies for an approved retirement, they would receive continued vesting of their stock per the schedule as outlined in the grant agreements. (As of December 31, 2024, Mr. Hussey satisfied the age and service retirement criteria for these programs.) (d) Time-based RSAs and RSUs are forfeited in the event of a Termination without Cause or Resignation for Good Reason. (3)In the event the total COC severance exceeds the IRC 280G safe harbor amount, then the executive’s total severance is reduced to the maximum safe harbor threshold amount as to not trigger any excise tax.
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
Mr. Torain departed from the Company effective March 15, 2024. In connection with his departure, on March 10, 2024, Huron and Mr. Torain entered into a mutual separation agreement pursuant to which Mr. Torain became eligible for severance payments and benefits consistent with the terms of his senior management agreement for a termination without Cause. As provided for in Mr. Torain’s senior management agreement, upon departure from the Company, Mr. Torain: (a) was paid severance consisting of an amount equal to one (1) times the sum of his annual base salary and target annual bonus in effect at the time of separation ($787,500); (b) became entitled to continuation of 12 months of medical benefits on the same economic terms as exist from time to time for active similarly-situated executives (estimated to $22,766 for the 12 months, based on estimated COBRA rates for Mr. Torain); and (c) became entitled to a lump sum cash payment equal to a pro-rata annual bonus for 2024 based on actual performance, pro-rated for the number of days he was employed during the performance period ($80,237), subject to his compliance with the terms of the separation agreement, including his continued compliance with restrictive covenants and his timely execution of a release of claims in favor of the Company. He also forfeited any unvested RSUs and remains entitled to a pro-rata portion of his unvested PSUs granted in 2022 and 2023 based on actual performance for the full performance period, prorated for his time served during the performance period.
Pay Versus Performance
Pay Versus Performance The Company is providing the following disclosure about the relationship of the annual total compensation of our chief executive officer and other named executive officers to our total shareholder return, peer group shareholder return, our net income and our revenues. The information set forth below was not used by the Compensation Committee in setting compensation for our named executive officers as set forth in the Summary Compensation Table.
Pay Versus Performance
| | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($'000s) | Company- Selected Measure: Revenues before Reimbursable Expenses ($'000s)(4) | | Year | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | 6,519,978 | 10,541,029 | 2,180,600 | 3,255,143 | 181 | 124 | 116,626 | 1,486,085 | | 2023 | 5,706,403 | 10,225,755 | 2,387,211 | 4,398,093 | 150 | 126 | 62,479 | 1,362,060 | | 2022 | 6,066,630 | 8,811,255 | 2,637,060 | 3,593,717 | 106 | 122 | 75,552 | 1,132,455 | | 2021 | 3,595,855 | 1,428,917 | 1,579,259 | 709,973 | 73 | 124 | 62,987 | 905,640 | | 2020 | 3,991,446 | 1,314,867 | 1,691,684 | 1,003,158 | 86 | 94 | (23,840) | 844,127 |
Pay Versus Performance
(1)The principal executive officer (PEO) included in the summary compensation table total and compensation actually paid (CAP) total for 2024 and 2023 was C. Mark Hussey. The PEO for 2022, 2021, and 2020 was James H. Roth. (2)The non-PEO NEOs included in the average summary compensation table total and average CAP for each year are as follows: –2024 - John D. Kelly, J. Ronald Dail, and Ernest W. Torain, Jr. –2023 - John D. Kelly, J. Ronald Dail, and Ernest W. Torain, Jr. –2022 - C. Mark Hussey, John D. Kelly, J. Ronald Dail, and Ernest W. Torain, Jr. –2021 - C. Mark Hussey, John D. Kelly and Ernest W. Torain, Jr. –2020 - C. Mark Hussey, John D. Kelly, Ernest W. Torain, Jr. and Diane Ratekin (3)CAP was calculated by subtracting from the summary compensation total the grant date fair value of awards included in the summary compensation total, adding/(subtracting) the year-over-year change in fair value of unvested equity, adding/(subtracting) the year-over- year change in fair value of prior years' unvested equity that vested in the current year (valued as of the vest date), and adding the fair value of equity compensation granted in the current year (valued as of year-end). No dividends were paid in any year presented. (4)The Compensation Committee determined revenues before reimbursable expenses to be the most important financial performance measure used to link company performance to CAP to our PEO and Non-PEO NEOs for 2024 because, in its view, it was most consistent with our primary near-term objective of driving revenue growth. Please note that in 2024, the Company revised the line item description of revenues to rename revenues as revenues before reimbursable expenses. The change in line item description had no impact on the value of the company-selected measure in any period.
Pay Versus Performance
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Pay Versus Performance
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Pay Versus Performance
Below is additional information on the total amount of equity compensation included in CAP for the PEO and the average amount of equity compensation included in CAP for the non-PEO NEOs for 2024:
Pay Versus Performance
| | Components of PEO Equity Compensation Included in CAP | | | | | Components of non-PEO NEO Equity Compensation Included in CAP | | | | | | ($) | Fair Value of Equity Awards Granted in Current Year as of FYE | Change in Fair Value of Unvested Equity Awards Granted in a Prior Year as of FYE | Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in Current Year | Change in Fair Value of Prior Years' Unvested Awards that were Forfeited in Current Year | Total Fair Value of Equity Awards included in CAP | Fair Value of Equity Awards Granted in Current Year as of FYE | Change in Fair Value of Unvested Equity Awards Granted in a Prior Year as of FYE | Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in Current Year | Change in Fair Value of Prior Years' Unvested Awards that were Forfeited in Current Year | Total Fair Value of Equity Awards included in CAP | | PSU | 3,117,435 | 3,141,512 | (141,618) | — | 6,117,329 | 660,690 | 1,151,853 | (39,473) | (209,604) | 1,563,466 | | PSO | — | — | — | — | — | — | 24,884 | (4,483) | — | 20,401 | | Restricted Stock Units | 1,336,044 | 171,873 | (41,699) | — | 1,466,218 | 283,147 | 82,886 | (40,301) | (80,047) | 245,685 | | Total | 4,453,479 | 3,313,385 | (183,317) | — | 7,583,547 | 943,837 | 1,259,623 | (84,257) | (289,651) | 1,829,552 |
Pay Versus Performance
(5)CAP was not required to be adjusted for the value of pension benefits as we do not provide pension benefits. In addition, none of the equity awards granted to our NEOs were granted and vested in the same year and there were no dividends paid on the awards that were not otherwise incorporated into the valuation of the awards. (6)The pay versus performance table above and the graph below compare the cumulative total shareholder return (TSR) on our common stock against the cumulative TSR of the stocks making up an industry peer group from December 31, 2019 through December 31, 2024. The industry peer group, which is consistent with the peer group used by the Company for its S-K Item 201(e) disclosures within the 2024 Annual Report on Form 10-K, is comprised of the following companies: CRA International, Inc. (CRAI), FTI Consulting, Inc. (FCN), ICF International, Inc. (ICFI), Premier, Inc. (PINC) and Resources Connection, Inc. (RGP). The graph and table assume a $100 investment in Huron Consulting Group Inc. common stock and an index of the industry peer group on December 31, 2019. The annual TSR for each member of the peer group assumes all dividends are reinvested and was weighted based on its stock market capitalization at the beginning of each year presented. The below graphs illustrate the relationship between the compensation actually paid (CAP) to the principal executive officer (PEO) and the average of the non-PEO NEOs and i) total shareholder return for Huron and the peer group, ii) revenues and iii) net income from 2020 through 2024.
Pay Versus Performance
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Pay Versus Performance
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Pay Versus Performance
The increase in the PEO and average Other NEO CAP in 2022 as compared to 2021 and 2020 is primarily due to the increase in the fair value of equity awards. From December 31, 2021 to December 31, 2022, our stock price increased from $49.90 to $72.60 and the expected funding of the 2020 and 2021 performance-based awards tied to performance against Adjusted Diluted EPS and Revenue Growth metrics increased from 0% to 19% for the 2020 awards and 100% to 153% for the 2021 awards. The increase in the PEO and average Other NEO CAP in 2023 also related to the increase in the fair value of equity awards. From December 31, 2022 to December 31, 2023, our stock price increased from $72.60 to $103.80 and the expected funding of the 2021 and 2022 performance-based awards tied to performance against Adjusted Diluted EPS and Revenue Growth metrics increased from 153% to 194% for the 2021 awards and 100% to 182% for the 2022 awards. The increase in the PEO CAP in 2024 related to the increase in the fair value of equity awards; and the decrease in the average Other NEO CAP in 2024 is primarily related to the departure of Mr. Torain effective March 15, 2024, partially offset by the increase in the fair value of equity awards outstanding with the other NEOs. The increase in the fair value of equity awards relates to the increase in our stock price from $103.80 to $124.26 from December 31, 2023 to December 31, 2024 and the expected funding of the 2022 and 2023 performance-based awards tied to performance against Adjusted Diluted EPS and Revenue Growth metrics increased from 194% to 200% for the 2022 awards and 100% to 168% for the 2023 awards.
Pay Versus Performance
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Pay Versus Performance
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CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our median-paid employee to the annual total compensation of Mr. Hussey, our CEO. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. For 2024: •The annual total compensation of our median employee was $111,032. •Mr. Hussey’s annual total compensation, as reflected in the Summary Compensation Table included in this Proxy Statement, was $6,519,978. •Based on this information, the ratio of the annual total compensation of Mr. Hussey to the annual total compensation of our median employee is estimated to be 58.7 to 1. The calculation of the 2024 CEO Pay Ratio used the same median employee as used in 2022 and 2023. As permitted by SEC rules, we used the same median employee that was identified in the preparation of our pay ratio in 2022 and 2023 because there has been no change in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. In 2022, we identified the median employee by examining the 2022 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2022. We included all employees, whether employed on a full-time or part-time basis. We annualized the base compensation and bonus for all employees that were not employed by us for all of 2022 unless they were designated as temporary or seasonal positions. In addition, in order to identify our median employee in 2022, we (i) utilized the exemption permitted under Item 402(u) of Regulation S-K to exclude a total of 137 employees from Canada, the United Kingdom, Singapore, and Switzerland (which, in the aggregate, comprised less than 5% of our total employee population as of December 31, 2022), resulting in a net employee population of 5,652, of which 1,575 are located in India and (ii) adjusted non-U.S. employee pay applying foreign currency exchange rates as of December 31, 2022. We calculated 2024 annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table.
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DECEMBER 8, 2023)
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1.History and Purpose. Huron Consulting Group Inc., a Delaware corporation (“Huron”), previously established the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended from time to time (the “Plan”) to attract and retain employees, non-employee directors and independent contractors providing services to Huron and/or the Affiliates (defined below), to motivate Participants (defined below) to achieve long-term goals of Huron and the Affiliates, to provide incentive compensation opportunities that are competitive with those of other corporations, and to further align Participants’ interests with those of Huron’s stockholders, and thereby to promote the long-term financial interest of Huron and the Affiliates, including growth in value of Huron’s equity and enhancement of long-term stockholder value. The Plan has been previously amended, and the following provisions constitute an amendment, restatement, and continuation of the Plan effective December 8, 2023. 2.Definitions. As used in the Plan, the following definitions apply to the terms indicated below: (a)“Administrative Actions” shall have the meaning set forth in Section 5(d). (b)“Affiliate” means any corporation, partnership, joint venture or other entity during any period in which (i) Huron, directly or indirectly, owns at least 50% of the combined voting power of all classes of stock of such entity or at least 50% of the ownership interests in such entity or (ii) such entity, directly or indirectly, owns at least 50% of the combined voting power of all classes of stock of Huron. (c)“Agreement” shall mean an agreement between Huron and a Participant evidencing an Award or a notice of an Award, in a form approved by the Committee. (d)“Alternative Agreement” shall mean, with respect to any Participant, an employment agreement, senior management agreement or other written agreement describing the Participant’s terms of employment with Huron or an Affiliate. (e)“Award” shall mean any award described in Section 7 or 8 of the Plan. (f)“Board of Directors” shall mean the Board of Directors of Huron. (g)“Business Criteria” shall mean (i) return on total stockholder equity; (ii) earnings or book value per share of Common Stock (“EPS”); (iii) adjusted EPS; (iv) net income (before or after taxes); (v) earnings before all or any interest, taxes, depreciation and/or amortization (“EBIT”, “EBITA” or “EBITDA”) measured as a dollar amount or a percentage of revenue; return on assets, capital or investment; (vii) market share; (viii) market capitalization; (ix) cost reduction goals; (x) levels of expense, costs or liabilities; (xi) department, division or business unit level performance; (xii) operating income; sales or revenues; (xiv) stock price appreciation; (xv) total shareholder return (TSR); (xvi) implementation or completion of critical projects or processes; (xvii) adjusted EBITDA; (xviii) days sales outstanding (DSO); (xix) financial coverage ratios; other non-GAAP financial measures, or (xxi) any combination of the foregoing. Where applicable, Business Criteria may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of Huron, an Affiliate, or a department, division or strategic business unit of Huron and/or one or more Affiliates, or may be applied to the performance of Huron and/or one or more Affiliates relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Business Criteria may be subject to a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the Business Criteria shall be determined, where applicable, in accordance with generally accepted accounting principles and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Business Criteria applicable to any Award in recognition of (1) special, unusual or non-recurring events affecting Huron or any Affiliate or the financial statements of Huron or any Affiliate; (2) changes in applicable laws or regulations (including tax laws, accounting principles or other laws or provisions affecting reported results); (3) gains, losses or expenses determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles; (4) asset write-downs or impairments; (5) litigation, claim judgments, settlements or
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restatement related expenses; (6) accruals for reorganization and restructuring programs; (7) acquisitions or divestitures (including expenses related thereto), (8) foreign exchange gains and losses; (9) non-cash interest; and (10) an event either not directly related to the operations of Huron or not within the reasonable control of Huron’s management. To the extent that such inclusions or exclusions affect Awards to Covered Employees which are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code and regulations thereunder, such adjustments shall be prescribed in a form that meets the requirements of Section 162(m) of the Code. However, notwithstanding the preceding sentence, unless the Committee determines otherwise prior to the end of the applicable time for establishing Business Criteria for an Award, to the extent any such item affects any Business Criteria applicable to an Award, then such shall be automatically excluded or included in determining the extent to which the Business Criteria has been achieved, whichever will produce the higher Award (subject to any exercise of “negative discretion” by the Committee). (h)“Cash Incentive Award” shall mean the grant of a right to receive a payment of cash (or, in the discretion of the Committee, shares of Common Stock having value equivalent to the cash otherwise payable) that is contingent on achievement of performance objectives or other conditions over a specified period established by the Committee. The grant of Cash Incentive Awards may also be subject to such other conditions, restrictions, and contingencies, as determined by the Committee, including provisions relating to deferred payment. (i)“Cause” shall mean, unless otherwise defined in a Participant’s Agreement or an Alternative Agreement, any of the following actions or failures by the Participant, as determined in the reasonable judgment of Huron: (i) engaging in conduct that violates written policies of Huron or any Affiliate; (ii) failure to perform the essential functions of his or her job (except for a failure resulting from a bona fide illness or incapacity); (iii) failure to carry out the reasonable directions of Huron or any Affiliate, issued through Huron’s Chief Executive Officer, the Board of Directors, other appropriate senior employee responsible for the Participant’s business unit or area, the Participant’s supervisor, or the person to whom the Participant reports; (iv) embezzlement, misappropriation of corporate funds, any act of fraud, dishonesty or self-dealing, or the commission of a felony or any significant violation of any statutory or common law duty of loyalty to Huron or any Affiliate; an act or omission that could adversely and materially affect the business or reputation of Huron or any Affiliate or involves moral turpitude; or (vi) a breach of a material provision of this Plan, the Agreement evidencing an Award or an Alternate Agreement. (j)“Change of Control” shall mean the first to occur of the following events: (i)any Person becomes the Beneficial Owner, directly or indirectly, of Common Stock or voting securities of Huron (not including in the amounts beneficially owned by such Person any Common Stock or voting securities acquired directly from Huron or the Affiliates) representing 40% or more of the combined voting power of Huron’s then outstanding securities; (ii)there is consummated a merger or consolidation of Huron or any direct or indirect subsidiary of Huron with any Person, other than (A) a merger or consolidation which would result in the voting securities of Huron outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of Huron or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; (B) a merger or consolidation effected to implement a recapitalization of Huron (or similar transaction) in which no Person other than existing security holders is or becomes the Beneficial Owner, directly or indirectly, of securities of Huron (not including in the amount Beneficially Owned by such Person any Common Stock or voting securities acquired directly from Huron or any Affiliate) representing 50% or more of the combined voting power of Huron’s then outstanding securities; or (C) a merger or consolidation of a subsidiary of Huron that does not represent a sale of all or substantially all of the assets of Huron; (iii)the stockholders of Huron approve a plan of complete liquidation or dissolution of Huron (except for a plan of liquidation or dissolution effected to implement a recapitalization of Huron addressed in paragraph (ii) above); or (iv)there is consummated an agreement for the sale or disposition of all or substantially all of the assets of Huron to a Person, other than a sale or disposition by Huron of all or substantially all of the assets of Huron
DECEMBER 8, 2023)
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to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of Huron. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Common Stock of Huron immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of Huron immediately following such transaction or series of transactions. For purposes of this Change of Control definition, (I) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act; (II) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (w) Huron or any of Huron’s direct or indirect subsidiaries; (x) a trustee or other fiduciary holding securities under an employee benefit plan of Huron or any of the Affiliates; (y) an underwriter temporarily holding securities pursuant to an offering of such securities; or (z) a corporation owned, directly or indirectly, by the stockholders of Huron in substantially the same proportions as their ownership of stock of Huron; and (III) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act. (k)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. (l)“Committee” shall mean a committee of the Board of Directors consisting of two or more persons each of whom shall qualify as an “outside director” within the meaning of Section 162(m) of the Code, a “nonemployee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, and an “independent director” within the meaning of the NASD Rule 4350(c)(1). (m)“Common Stock” shall mean the common stock of Huron, par value $.01 per share. (n)“Covered Employee” shall have the meaning set forth in Section 162(m) of the Code. (o)“Disabled” shall mean permanently and totally disabled within the meaning of Section 22(e)(3) of the Code. (p)“Effective Date” shall have the meaning set forth in Section 3. (q)“Eligible Individuals” shall mean employees of Huron or any of the Affiliates (including officers, whether or not they are directors of Huron or any Affiliate), independent contractors providing services to Huron or any Affiliate and non- employee directors of Huron or any Affiliate. (r)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. (s)“Exercise Price” shall have the meaning set forth in Section 7(c). (t)“Fair Market Value” of a share of Common Stock as of any date shall mean the value determined in accordance with the following rules: (i)If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the closing price per share of Common Stock on such date on the principal exchange on which the Common Stock is then listed or admitted to trading or, if no such sale is reported on such date, on the last preceding date on which a sale was so reported. (ii)If the Common Stock is not at the time listed or admitted to trading on a stock exchange but bid and asked prices for the Common Stock are regularly reported, then the Fair Market Value shall be the arithmetic mean between the closing or last bid and asked prices for the Common Stock on such date or, if no bid and asked prices for Common Stock are reported on such date, on the most recent day immediately prior thereto on which bid and asked prices were so reported. (iii)If the Common Stock is not listed or admitted to trading on any stock exchange and if prices are not regularly reported for the Common Stock as described in paragraph (ii), the Fair Market Value shall be as determined
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by the Committee in good faith in its sole discretion or under procedures established by the Committee, whose determination shall be conclusive and binding. (iv)For purposes of determining the Fair Market Value of shares of Common Stock that are sold pursuant to a broker- assisted cashless exercise program, Fair Market Value shall be the price at which such shares are sold. (u)“Full Value Award” shall mean an Award that is granted pursuant to Section 8 hereof and that is the grant of one or more shares of Common Stock or a right to receive one or more shares of Common Stock in the future, which grant may be subject to one or more of the following, as determined by the Committee: (i)The grant may be in consideration of a Participant’s previously performed services or surrender of other compensation that may be due. (ii)The grant may be contingent on the achievement of performance or other objectives during a specified period. (iii)The grant may be subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant or achievement of performance or other objectives. The grant of Full Value Awards may also be subject to such other conditions, restrictions, and contingencies, as determined by the Committee, including provisions relating to dividend or dividend equivalent rights, deferred payment or settlement and purchase in the open market (including with a Participant’s own funds); provided, however, that dividends may be accrued but shall not be paid unless and until the Participant has vested in the underlying Award. Full Value Awards may include, but are not limited to, restricted stock, stock units, performance stock units, and bonus stock. (v)“Huron” shall have the meaning set forth in Section 1. (w)“Incentive Stock Option” shall mean an Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code, or any successor provision, and which is designated by the Committee as an Incentive Stock Option. (x)“Nonqualified Stock Option” shall mean an Option other than an Incentive Stock Option. (y)“Option” shall mean an Award that is granted pursuant to Section 7 hereof that entitles a Participant to purchase shares of Common Stock at the applicable Exercise Price established by the Committee. (z)“Participant” shall mean an Eligible Individual to whom an Award is granted pursuant to the Plan. (aa)“Performance-Based Compensation” shall have the meaning set forth in Section 9. (bb)“Plan” shall have the meaning set forth in Section 1. (cc)“Retirement” shall mean the voluntary termination with Huron and the Affiliates of a Participant who is in the position of corporate vice president, managing director, principal or executive officer and (i) such termination occurs on or after the date on which he or she has attained age 62 and completed at least seven years of employment with Huron and (ii) in conjunction with such termination such Participant has executed a non-competition and non-solicitation agreement provided by Huron. A Participant’s termination of employment shall not be considered to be on account of Retirement if the employment is terminated by Huron or any Affiliate for any reason. (cd)“Stock Appreciation Right” shall mean an Award is granted pursuant to Section 7 hereof that entitles a Participant to receive, upon exercise of the Award, an amount of cash or shares of Common Stock (as determined in accordance with the terms of the Plan and the Award) having a value equal to the excess of: (i) the value, determined at the time of exercise, of a specified number of shares of Common Stock; over (ii) the applicable Exercise Price. (ee)“Subsidiary” shall mean a “subsidiary corporation” of Huron within the meaning of Section 424(f) of the Code.
DECEMBER 8, 2023)
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3.Effective Date and Duration of Plan. The Plan, as amended and restated, will be effective February 13, 2020 (the “Effective Date”), subject to approval by Huron’s stockholders. The Plan shall be unlimited in duration; however, in the event of Plan termination, the Plan shall remain in effect as long as any shares of Common Stock awarded under it are outstanding and not fully vested. No new Awards will be made under the Plan on or after the tenth anniversary of the Effective Date or, if earlier, on or after termination of the Plan. 4.Shares Reserved and Other Limitations. (a)Source of Shares. Shares of Common Stock reserved for issuance under the Plan may be authorized but unissued shares of Common Stock or authorized and issued shares of Common Stock held in Huron’s treasury, including shares purchased in the open market or in private transactions. (b)Shares Available for Awards. Subject to the terms and conditions of the Plan, the number of shares of Common Stock reserved for issuance under the Plan shall be 5,356,204 shares (comprised of: (i) the 1,398,204 shares of Common Stock authorized under the Plan as originally adopted, (ii) an additional 850,000 shares of Common Stock authorized in the amendment and restatement of the Plan effective May 2, 2014, (iii) an additional 804,000 shares of Common Stock authorized in the amendment and restatement of the Plan effective May 1, 2017, (iv) an additional 600,000 shares of Common Stock authorized in the amendment of the Plan effective May 3, 2019), (v) an additional 270,000 shares of Common Stock authorized in the amendment of the Plan effective May 8, 2020, (vi) an additional 634,000 shares of Common Stock authorized in the amendment of the Plan effective May 7, 2021, and (vii) an additional 800,000 shares of Common Stock authorized in the amendment of the Plan effective May 15, 2023, subject to adjustment as provided herein. Additionally, in the event that a corporation acquired by (or combined with) Huron or any subsidiary has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for awards under the Plan and shall not reduce the shares of Common Stock authorized for grant under the Plan; provided that awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of Huron or any subsidiary prior to such acquisition or combination. Notwithstanding the foregoing, such shares shall not increase the number of shares available for Awards of Incentive Stock Options unless such additional share limit is approved by the stockholders in accordance with Section 422 of the Code. (c)Individual Limitations on Awards. (i)The maximum number of shares of Common Stock that may be granted to any Participant during any calendar-year period with respect to Full Value Awards that are intended to be Performance-Based Compensation shall not exceed 500,000 shares in the aggregate (subject to adjustment as provided herein). (1)If Awards are denominated in shares of Common Stock but an equivalent amount of cash is delivered in lieu of shares of Common Stock, the foregoing limit shall be applied based on the methodology used by the Committee to convert the number of shares into cash. (2)If delivery of shares of Common Stock or cash is deferred until after shares of Common Stock have been earned, any adjustment in the amount delivered to reflect actual or deemed investment experience after the date the shares are earned shall be disregarded. (ii)For any participant who is an outside director of Huron, the aggregate grant date fair value of Awards granted to such individual during any calendar year, along with any regular cash retainer or meeting fees paid to such participant during such calendar year shall not exceed $1,500,000; provided, however, that if an individual employee becomes an outside director (or vice versa) during a calendar year, the limit in this sentence shall not apply to Awards granted to the individual in the individual’s capacity as an employee.
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(d)Limits on Incentive Stock Options. The maximum number of shares of Common Stock to which Incentive Stock Options relate that may be granted under the Plan shall be 325,000 (subject to adjustment as provided herein). (e)Individual Limitations on Cash Incentive Awards. The maximum amount payable to any Participant for any 12- month performance period with respect to a Cash Incentive Award granted under the Plan that is intended to be Performance- Based Compensation shall be $10,000,000 (prorated for performance periods that are greater or lesser than 12 months). For purposes of this Section 4(e): (i)If the Award is denominated in cash but an equivalent amount of Common Stock is delivered in lieu of delivery of cash, the foregoing limit shall be applied to the cash based on the methodology used by the Committee to convert the cash into shares. (ii)If delivery of shares of Common Stock or cash is deferred until after cash has been earned, any adjustment in the amount delivered to reflect actual or deemed investment experience after the date the cash is earned shall be disregarded. (f)Adjustments for Change in Capitalization. In the event that any dividend or other distribution is declared (whether in the form of cash, Common Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Committee shall equitably adjust, in its sole and absolute discretion, (i) the number and kind of shares of stock which may thereafter be issued in connection with Awards; (ii) the number and kind of shares of stock or other property issued or issuable in respect of outstanding Awards; (iii) the exercise price, grant price or purchase price relating to any Award; (iv) the limitations set forth in Sections 4(b), 4(c), 4(d), and 4(e) (provided that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the Code and any regulations thereunder and provided further that, to the extent applicable, such adjustment shall comply with Section 409A of the Code); and (v) any other adjustments that the Committee determines to be equitable (which may include, without limitation, replacement of Awards with other Awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transaction and (2) cancellation of the Award in return for cash payment of the current value of the Award, determined as though the Award is fully vested at the time of payment, provided that in the case of an Option or Stock Appreciation Right, the amount of such payment may be the excess of value of the shares of Common Stock subject to the Option or Stock Appreciation Right at the time of the transaction over the Exercise Price). (g)Reuse of Shares. Except to the extent that to do so would prevent the grant of Incentive Stock Options hereunder, the following shares of Common Stock shall again become available for Awards: (i)any shares subject to an Award that remain unissued upon the cancellation, surrender, exchange, forfeiture or termination of such Award without having been exercised or settled; and (ii)to the extent an Award is paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made. The following shares of Common Stock shall not again be made available for grants pursuant to the Plan: (x)any shares subject to an Award that are retained as payment of the exercise price of an Option; (y)any shares retained to satisfy: (A) all tax withholding obligations with respect to an Option or Stock Appreciation Right, or (B) tax withholding obligations in excess of the minimum required withholding amount with respect to a Full Value Award; and (z)any shares repurchased by Huron using stock option exercise proceeds. For stock-settled Stock Appreciation Rights, the shares subject to the Award shall be counted against the Plan reserve, regardless of the number of shares issued. (h)Special Vesting Rules for All Awards. Except for Awards (when aggregated with all other Awards under the Plan) which do not exceed 5% of the total number of shares of Common Stock reserved for issuance under the Plan in the aggregate, in no event shall the required period of service for full vesting be less than one year (subject, to the extent
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provided by the Committee, to acceleration of vesting in the event of the Participant’s death, Disability, or Change of Control). (i)Dividends. Dividends may be accrued but shall not be paid with respect to any Award unless and until the Participant has vested in the underlying Award. 5.Administration of the Plan. (a)General. The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to (i) grant Awards; (ii) determine the Eligible Individuals to whom, and the time or times at which, Awards shall be granted; (iii) determine the type and number of Awards to be granted; the number of shares of Common Stock or cash or other property to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; (iv) determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; (v) conclusively construe and interpret the Plan and all Awards; (vi) prescribe, amend and rescind rules and regulations relating to the Plan; (vii) determine the terms and provisions of Agreements; and (viii) make all other determinations deemed necessary or advisable for the operation and administration of the Plan. The Committee may, in its sole and absolute discretion, without amendment to the Plan (but subject to the terms and conditions of the Plan), (w) accelerate the date on which any Option or Stock Appreciation Right becomes exercisable; (x) waive or amend the operation of Plan provisions respecting exercise after termination of employment (provided that the term of an Option or Stock Appreciation Right may not be extended beyond ten years from the date of grant); (y) accelerate the vesting date, or waive any condition imposed hereunder, with respect to any Full Value Award; and (z) otherwise adjust any of the terms applicable to any such Award in a manner consistent with the terms of the Plan. (b)Decisions Binding. Any interpretations of the Plan by the Committee and any decisions made by it under the Plan are final and binding on all persons. (c)Delegation. Except to the extent prohibited by the applicable rules of any stock exchange or applicable law, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of Huron or any of its Affiliates the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons (i) who are non-employee members of the Board or otherwise are subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code. (d)Indemnification. No member of the Committee (or an authorized delegate of the Committee), and no officer of Huron or any of the Affiliates, shall be liable for any action taken or omitted to be taken by such individual or by any other member of the Committee or officer of Huron or any Affiliate in connection with the performance of duties under this Plan, except for such individual’s own willful misconduct or as expressly provided by law (the “Administrative Actions”). Further, the Committee (and all delegates of the Committee), in addition to such other rights of indemnification as they may have as members of the Board of Directors or officers of Huron or an Affiliate, any individual serving as a Committee member (and any authorized delegate) shall be indemnified and held harmless by Huron to the fullest extent allowed by law against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any Administrative Action. 6.Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Individuals those persons who will be granted one or more Awards under the Plan and, subject to the terms and conditions of the Plan, a Participant may be granted any Award permitted under the provisions of the Plan and more than one Award may be granted to a Participant. Except as otherwise agreed between Huron and the Participant, or except as otherwise provided in the Plan, an Award under the Plan shall not affect any previous Award under the Plan or an award under any other plan maintained by Huron or any of the Affiliates. No Participant or other
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person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards, or of multiple Awards granted to a Participant. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). 7.Options and Stock Appreciation Rights. (a)Grant of Awards. The Committee may grant Options and/or Stock Appreciation Rights to Eligible Individuals, subject to the terms and conditions of the Plan. (b)Identification of Options. Each Option shall be clearly identified as either an Incentive Stock Option or a Nonqualified Stock Option. (c)Exercise Price. The “Exercise Price” of an Option or Stock Appreciation Right shall be established by the Committee at the time the Option or Stock Appreciation Right is granted; provided, however, that in no event shall the Exercise Price be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant (or, if greater, the par value of a share of Common Stock on the date of grant). (d)No Repricing/Prohibition on Buy-Back. Except for either adjustments pursuant to Section 4(f) or reductions of the Exercise Price approved by Huron’s stockholders, the Exercise Price for any outstanding Option or Stock Appreciation Right may not be decreased after the date of grant nor may an outstanding Option or Stock Appreciation Right granted under the Plan be surrendered to Huron as consideration for the grant of a replacement Option or Stock Appreciation Right with a lower Exercise Price. Except as approved by Huron’s stockholders, in no event shall any Option or Stock Appreciation Right granted under the Plan be surrendered to Huron in consideration for a cash payment if, at the time of such surrender, the Exercise Price of the Option or Stock Appreciation Right is greater than the then current Fair Market Value of a share of Common Stock. In addition, no repricing of an Option shall be permitted without the approval of Huron’s stockholders if such approval is required under the rules of any stock exchange on which Common Stock is listed. (e)Term and Exercise. (i)Each Option or Stock Appreciation Right shall become exercisable at the time determined by the Committee at the date of grant, subject to the terms and conditions of the Plan. At the time of grant of an Option or Stock Appreciation Right, as applicable, the Committee may impose such restrictions or conditions of the exercisability of the Award as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance goals based on one or more Business Criteria or conditions relating to the completion of a specified period of service. Subject to Section 7(g) hereof, the Committee shall determine the expiration date of each Option and Stock Appreciation Right, as applicable, which shall be no later than the tenth anniversary of the date of grant of the Award. No Option or Stock Appreciation Right, as applicable, may be exercised after the expiration date applicable thereto. If an Option (other than an Incentive Stock Option) has an expiration date during or within three days of a Blackout Period (defined as any period of time when, pursuant to any policies of Huron, any securities of the Corporation may not be traded by certain persons as designated by the Corporation), then the expiration date of such Option shall be extended for a period of 30 days following the end of the Blackout Period or such longer period as permitted by the Committee. Notwithstanding the foregoing, no extension of the exercise period may occur if it would cause the Option to become subject to and in violation of the requirements of Section 409A(a) of the Code. (ii)An Option or Stock Appreciation Right shall be exercised by delivering the form of notice of exercise provided by Huron. Unless otherwise provided in the Award Agreement, an Option will be automatically exercised via a broker- assisted cashless exercise upon the expiration date of the Option if the value of a share of Common Stock on the expiration date exceeds the Exercise Price for such Option. (iii)Payment for shares of Common Stock purchased upon the exercise of the Option shall be made on the effective date of such exercise by one or a combination of the following means (except that in the case of exercise using a broker- assisted cashless exercise, payment may be made as soon as practicable after exercise): (1) in cash or cash equivalents; (2) by tendering, by actual delivery or attestation, shares of
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Common Stock owned by the Participant for at least six months prior to the date of exercise and valued on the effective date of such exercise; or (3) by any such other methods (including broker-assisted cashless exercise via a broker selected by the Committee) as the Committee may from time to time authorize; provided, however, that in all cases, the method of making such payment shall be in compliance with applicable law. (iv)Payment in settlement of a Stock Appreciation Right may be made solely in whole shares of Common Stock valued on the date of exercise of the Stock Appreciation Right or alternatively, in the sole discretion of the Committee, solely in cash or a combination of cash and shares. If the Committee decides that payment will be made in shares of Common Stock, and the amount payable results in a fractional share, payment for the fractional share will be made in cash. (v)Upon the exercise of an Option or settlement of a Stock Appreciation Right in shares of Common Stock, in a manner determined by the Committee, either (1) certificates for shares of Common Stock shall be issued in the name of or for the account of the Participant or other person entitled to receive such shares or (2) shares of Common Stock shall be credited to such person’s account via book-entry transfer and shall be registered in such person’s name solely on the records of Huron’s transfer agent, in each case, as soon as practicable following the effective date on which the Option or Stock Appreciation Right, as applicable, is exercised. (f)Provisions Relating to Incentive Stock Options. Incentive Stock Options may only be granted to employees of Huron and its Subsidiaries, in accordance with the provisions of Section 422 of the Code. To the extent that the aggregate Fair Market Value of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of Huron or any of its Subsidiaries shall exceed $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence, Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted. No Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns (or is deemed to own under the Code) stock possessing more than ten percent of the total combined voting power of all classes of stock of Huron and its Subsidiaries unless (i) the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of a share of Common Stock at the time such Incentive Stock Option is granted and (ii) such Incentive Stock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted. A Participant shall be required to notify Huron of any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), within 10 days of such disposition. (g)Effect of Termination of Employment or Provision of Services on Options and Stock Appreciation Rights. The Committee shall determine the effect of termination of employment or termination of service on each Option and Stock Appreciation Right, subject to the terms and conditions of the Plan. Unless otherwise provided by the Committee: (i)any Option or Stock Appreciation Right that is outstanding on the date on which a Participant’s employment or service with Huron and the Affiliates terminates due to death or as a result of the Participant’s being Disabled shall become fully vested and exercisable on the date on which the Participant’s employment or service terminates due to the Participant’s death or as a result of the Participant’s being Disabled; (ii)any Option or Stock Appreciation Right that is outstanding on the date on which a Participant’s employment or service with Huron and the Affiliates terminates for Cause, whether or not then exercisable, shall be terminated effective as of the day immediately prior to the date of termination; (iii)any Option or Stock Appreciation Right that is outstanding on the date that a Participant’s employment or service with Huron and the Affiliates terminates for any reason other than Cause, death, or the Participant’s being Disabled or Retirement, (1) shall remain exercisable for the 90-day period following such termination to the extent that it is exercisable at the time of such termination, but in no event following the expiration of its term and (2) shall be terminated effective as of the date of termination to the extent it remains unexercisable as of the date of termination; and
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(iv)with respect to any Participant who is an employee of Huron or any Affiliate and who is in a position of corporate vice president, managing director, principal or executive officer, any Option or Stock Appreciation Right that is outstanding on the date on which such Participant’s employment with Huron and the Affiliates terminates due to Retirement shall continue to vest and be exercisable in accordance with its terms as though the Participant had remained in the employ of Huron and its Affiliates, provided that the Participant complies with the terms of the non-competition agreement and non-solicitation agreement in the form determined by Huron and signed by the Participant; provided further, however, that the foregoing provisions of this paragraph (iv) shall not apply with respect to any Option or Stock Appreciation Right that is subject to Section 409A of the Code. Notwithstanding the foregoing, if a Participant dies following Retirement, any Option or Stock Appreciation Right that is still outstanding on the date of such Participant’s death shall become fully vested and exercisable on the date of such Participant’s death, and shall expire on the earlier of such Award’s expiration date and the one-year anniversary of the Participant’s death. (h)Leaves of Absence. Unless otherwise provided by the Committee and, with respect to Incentive Stock Options, to the extent permitted under Section 422 of the Code, subject in all cases to the terms and conditions of the Award, in the case of any Participant who takes an approved unpaid leave of absence (i) the Participant’s employment or service shall not be deemed to be terminated solely because of such leave of absence; (ii) the Participant shall continue to vest in his or her outstanding Options and Stock Appreciation Rights under the Plan during the first 30 days of such leave of absence; and the Participant shall cease to vest in his or her outstanding Options and Stock Appreciation Rights under the Plan during any period of such leave of absence which exceeds 30 days. (i)Post-Exercise Limitations. Without otherwise limiting the Committee’s authority under the Plan, the Committee, in its discretion, may impose such restrictions on shares of Common Stock acquired pursuant to the exercise of an Option or received in settlement of a Stock Appreciation Right as it determines to be desirable, including, without limitation, restrictions relating to disposition of the shares and forfeiture restrictions based on service, performance, share ownership by the Participant, conformity with Huron’s recoupment or clawback policies and such other factors as the Committee determines to be appropriate. 8.Full Value Awards and Cash Incentive Awards. (a)Grant of Awards. The Committee may grant Full Value Awards and/or Cash Incentive Awards to Eligible Individuals, subject to the terms and conditions of the Plan. (b)Effect of Termination of Employment or Provision of Services on Full Value Awards. The Committee shall determine the effect of termination of employment or termination of service on each Full Value Award, subject to the terms and conditions of the Plan. Unless otherwise provided by the Committee: (i)any Full Value Award that is outstanding on the date on which a Participant’s employment or service with Huron and the Affiliates terminates due to death or as a result of the Participant’s being Disabled shall become fully vested (and exercisable, if applicable) on the date on which the Participant’s employment or service terminates due to the Participant’s death or as a result of the Participant’s being Disabled; (ii)a Full Value Award that is outstanding on the date on which a Participant’s employment or service with Huron and the Affiliates terminates for Cause shall be terminated effective as of the day immediately prior to the date of termination and all shares subject to the Full Value Award (whether or not then vested or distributable) shall be terminated effective as of the day immediately prior to the date of termination; (iii)any Full Value Award that is outstanding on the date that a Participant’s employment or service with Huron and the Affiliates terminates for any reason other than Cause, death, the Participant’s being Disabled or Retirement and that has not vested on the date of termination (and all rights with respect thereto, such as dividends or dividend equivalents) shall be terminated effective as of the date of termination; and (iv)with respect to any Participant who is an employee of Huron or any Affiliate and who is in a position of corporate vice president, managing director, principal or executive officer, any Full Value Award that is outstanding on the date on which such Participant’s employment with Huron and the Affiliates terminates due to Retirement shall continue to vest and be distributable in accordance with its terms as though the Participant had remained in the employ of Huron and the Affiliates; provided that the Participant complies
DECEMBER 8, 2023)
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with the terms of the non-competition agreement and non-solicitation agreement in the form determined by Huron and signed by the Participant. Notwithstanding the foregoing, if a Participant dies following Retirement, any Full Value Award that is still outstanding on the date of such Participant's death shall become fully vested on the date of such Participant's death. (c)Leaves of Absence. Unless otherwise provided by the Committee, subject in all cases to the terms and conditions of the Award, in the case of any Participant who takes an approved unpaid leave of absence (i) the Participant’s employment or service shall not be deemed to be terminated solely because of such leave of absence; (ii) the Participant shall continue to vest in his or her outstanding Full Value Awards under the Plan during the first 30 days of such leave of absence; and the Participant shall cease to vest in his or her outstanding Full Value Awards under the Plan during any period of such leave of absence which exceeds 30 days. (d)Restrictions. Without otherwise limiting the Committee’s authority under the Plan, the Committee, in its discretion, may impose such restrictions on shares of Common Stock acquired pursuant to the grant or settlement of a Full Value Award or the payment or retention of a Cash Incentive Award as it determines to be desirable, including, without limitation, restrictions relating to disposition of the shares and forfeiture restrictions based on service, performance, share ownership by the Participant, conformity with Huron’s recoupment or clawback policies and such other factors as the Committee determines to be appropriate. 9.Performance-Based Compensation. The Committee may designate any Full Value Award or a Cash Incentive Award granted to a Participant under the Plan as “Performance-Based Compensation” within the meaning of Section 162(m) of the Code and regulations thereunder. To the extent required by Section 162(m) of the Code, any such Award so designated shall be conditioned on the achievement of one or more performance targets as determined by the Committee and the following shall apply: (a)Establishment of Performance Criteria. The performance targets established for the performance period by the Committee shall be objective (as that term is described in regulations under Section 162(m) of the Code), and shall be established in writing by the Committee not later than 90 days after the beginning of the performance period (but in no event after 25% of the performance period has elapsed), and while the outcome as to the performance targets is substantially uncertain. The performance targets established by the Committee may be with respect to corporate performance, operating group or sub-group performance, individual performance, other group or individual performance, or division performance, and shall be based on one or more of the Business Criteria. (b)Certification of Targets. A Participant otherwise entitled to receive a Performance-Based Compensation Award for any performance period shall not receive a settlement or payment of the Award until the Committee has determined that the applicable performance target(s) have been attained. To the extent that the Committee exercises discretion in making the determination required by this Section 9(b), such exercise of discretion may not result in an increase in the amount of the payment. (c)Special Termination Rules. Subject to the other terms and conditions of the Plan, if an Award is intended to constitute Performance-Based Compensation, the Committee may provide that if a Participant’s employment with Huron and the Affiliates terminates because of death or the Participant’s being Disabled, or if a Change of Control occurs prior to the Participant’s termination date, the Participant’s Performance-Based Compensation may become vested without regard to whether the Award would continue to constitute Performance-Based Compensation, subject to the terms of Section 10 below. Nothing in this Section 9 shall preclude the Committee from granting Awards under the Plan, or the Committee, Huron or any Affiliate from granting any cash awards outside of the Plan, that are not intended to be Performance-Based Compensation; provided, however, that, at the time of grant of Awards by the Committee (other than a Stock Option or Stock Appreciation Right), the Committee shall designate whether such Awards are intended to constitute Performance-Based Compensation. To the extent that the provisions of this Section 9 reflect the requirements applicable to Performance-Based Compensation, such provisions shall not apply to the portion of an Award, if any, that is not intended to constitute Performance-Based Compensation. 10.Change of Control. (a)Termination of Employment without Cause; Termination of Plan without Substitution.
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(i)Except as otherwise provided in an Agreement or an Alternative Agreement, in the event that (A) a Participant is employed, or performs services as a director or independent contractor, on the date of a Change of Control and the Participant's employment or service, as applicable, is terminated by Huron or the successor to Huron (or a Related Company which is his or her employer) for reasons other than Cause within 12 months following the Change of Control, or (B) the Plan is terminated by Huron or its successor following a Change of Control without provision for the continuation of outstanding Awards hereunder, then (i) all Options and Stock Appreciation Rights which are then outstanding shall become immediately exercisable, and (ii) all other Awards shall become fully vested. (ii)In the case of an award constituting Performance-Based Compensation, the phrase "fully vested" in the immediately prior sentence shall mean the greater of (x) vesting at target (or, if target is not defined in the award, vesting at 100% of the number of units granted), or (y) vesting in the award based on the extent, as determined by the Committee, to which the applicable performance metrics have been met during the applicable performance period up through and including the effective date of the Change of Control. If an Agreement or Alternative Agreement contains a vesting provision for a Performance-Based Compensation award that would result in lesser vesting than per this subsection (ii), then the terms of the Agreement or Alternate Agreement, as applicable, shall govern. (iii)In addition, to the extent any accelerated exercisability and/or vesting pursuant to clause (B) of Section 10(a)(i) above applies to an award that is deferred compensation subject to, and not exempt from, the provisions of Internal Revenue Code Section 409A, then the definition of "Change of Control" for purposes of accelerated exercisability and/or vesting under clause (B) shall be no broader than the definition allowed by Treasury Regulations Section 1.409A-(3)(i)(5). (b)Substitution and Continued Employment. If, upon a Change of Control, awards in other shares or securities are substituted for outstanding Awards under the Plan and, immediately following the Change of Control, the Participant becomes employed (if the Participant was an employee immediately prior to the Change of Control) or remains in continued service (as a director or independent contractor if the Participant was a director or independent contractor immediately prior to the Change of Control) of the entity into which Huron merged, or the purchaser of substantially all of the assets of Huron or a successor to such entity or purchaser, then the Participant shall not be treated as having terminated employment or service for purposes of this Section 10 until such time as the Participant terminates employment or service with the merged entity or purchaser (or successor), as applicable. (c)Failure to Take Comparable Job not Termination. If, as described in subsection 10(b) above, awards in other shares or securities are substituted for outstanding Awards under the Plan in connection with a Change of Control, in the event a Participant is offered employment with a successor to Huron (or an Affiliate) for which the Participant is reasonably qualified and on financial terms and conditions which are comparable to the financial terms and conditions that applied to the Participant's employment immediately prior to the Change of Control, then, if the Participant does not accept the offer of employment and, as a result, the Participant's employment with Huron, the Affiliates and their respective successors is terminated, such Participant shall not be treated as having a termination of employment for purposes of this Section 10. 11.Rights as a Stockholder. No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to any Award until the date of issuance of a stock certificate with respect to such shares or the date of crediting such shares to such person’s account via book-entry transfer. Except for adjustments pursuant to Section 4(f), no adjustment to any Award shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued or credit via book-entry transfer is made. 12.Limitations of Implied Rights. (a)No Right to Employment or Continued Service. Nothing contained in the Plan or any Agreement shall confer upon any Participant any right with respect to the continuation of employment by or provision of services to Huron and the Affiliates or interfere in any way with the right of Huron and the Affiliates, subject to the terms of any separate agreement to the contrary, at any time to terminate such employment or service or to increase or decrease the compensation of any Participant.
DECEMBER 8, 2023)
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(b)No Claim to Award. No person shall have any claim or right to receive an Award hereunder. The grant of an Award to a Participant at any time shall neither require the Committee to grant any other Award to such Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other person. (c)No Right to Assets or Property. Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds or property of Huron or any Affiliate whatsoever, including, without limitation, any specific funds, assets, or other property which Huron or any Affiliate, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the amounts, if any, payable under the Plan, unsecured by any assets of Huron and any Affiliate. Nothing contained in the Plan shall constitute a guarantee by Huron or any Affiliate that the assets of such companies shall be sufficient to pay any benefits to any person. 13.Securities Matters. (a)Compliance with Law. Notwithstanding anything herein to the contrary, Huron shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to the Plan (or any crediting of shares to a person’s account via book-entry transfer) unless and until Huron is advised by its counsel (which may be Huron’s in-house counsel) that the issuance and delivery of such certificates (or crediting of such shares to an account) is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates (or crediting to an account) pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that, if applicable, such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or advisable. (b)Transfer of Shares. The transfer of any shares of Common Stock hereunder shall be effective only at such time as counsel to Huron (which may be Huron’s in-house counsel) shall have determined that the issuance and delivery of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any transfer of shares of Common Stock hereunder in order to allow the issuance of such shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of a transfer. During the period of such deferral in connection with the exercise of an Option, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. 14.Withholding Taxes. All Awards and other payments under the Plan are subject to withholding of all applicable taxes. Whenever cash is to be paid pursuant to an Award, Huron and the Affiliates shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever shares of Common Stock are to be delivered pursuant to an Award, Huron and the Affiliates shall have the right to require the Participant to remit to Huron and the Affiliates in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing to have Huron and the Affiliates withhold from delivery shares of Common Stock having a value equal to the amount of tax required to be withheld, as determined by the Committee or through the surrender of shares of Common Stock which the Participant already owns. As determined solely by Huron and the Affiliates, the number of shares used for withholding may exceed the number needed to satisfy the required withholding but shall not exceed the number of shares of Common Stock needed for the maximum tax withholding under applicable law (or other rates that will not have a negative accounting impact). Such a withholding election may be made by the Participant with respect to all or any portion of the shares to be delivered pursuant to an Award. 15.Notification of Election Under Section 83(b) of the Code. If any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify Huron of such election within 10 days of filing notice of the election with the Internal Revenue Service. 16.Amendment or Termination of the Plan. The Board of Directors may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that approval of Huron’s stockholders shall be required
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for any such amendment if and to the extent such approval is required in order to comply with applicable law (including, but not limited to, the Incentive Stock Option regulations and any amendments thereto), or stock exchange or automated quotation system listing requirement. Without limiting the generality of the foregoing, no amendment of the Plan will be made without the approval of Huron’s stockholders if such amendment would (a) materially increase the benefits accruing to a Participant under the Plan; increase the aggregate number of shares of Common Stock that may be issued under the Plan; (c) modify the requirements as to eligibility for participation in the Plan; or (d) be required under Section 7(d) of the Plan (relating to prohibitions on repricing and buy-backs). Nothing in this Section 16 shall restrict the Committee’s ability to exercise its discretionary authority pursuant to Sections 4 and 5, which discretion may be exercised without amendment to the Plan. No action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any outstanding Award. 17.Transferability. (a)General. Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution. Upon the death of a Participant, outstanding Awards granted to such Participant may be exercised only by the executor or administrator of the Participant’s estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent and distribution. No transfer of an Award by will or the laws of descent and distribution shall be effective to bind Huron unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (ii) an agreement by the transferee to comply with all the terms and conditions of the Award that are or would have been applicable to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Award. (b)Family Members. Notwithstanding Section 17(a), during a Participant’s lifetime, the Committee may, in its sole discretion, pursuant to the provisions set forth in this Section 17(b), permit the transfer, assignment or other encumbrance of an outstanding Option, unless such Option is an Incentive Stock Option and the Committee and the Participant intend that it shall retain such status. Subject to the approval of the Committee and to any conditions that the Committee may prescribe, a Participant may, upon providing written notice to Huron, elect to transfer any or all Options granted to such Participant pursuant to the Plan to members of his or her immediate family, including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such immediate family members or to partnerships in which such family members are the only partners; provided, however, that no such transfer by any Participant may be made in exchange for consideration. Any such transferee must agree, in writing, to be bound by all terms and conditions of the Plan. (c)Beneficiary. A Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary. 18.Miscellaneous. (a)Notices. Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of Huron at its principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan (other than exercise notice) may be waived by the person entitled to notice. (b)Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, shall be in writing filed with the applicable Committee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require. (c)Agreement. The Committee may require a Participant to enter into an Agreement evidencing the Award, which Agreement shall contain such terms and conditions, not inconsistent with the Plan, as the Committee determines in its discretion.
DECEMBER 8, 2023)
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(d)Liability for Cash Payments. Subject to the terms and conditions of the Plan, Huron and each Affiliate shall be liable for payment of cash due under the Plan with respect to any Participant to the extent that such benefits are attributable to the service rendered for Huron or the Affiliate, as applicable, by the Participant. Any disputes relating to the liability of Huron or an Affiliate for cash payments shall be resolved by the Committee. (e)Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties. (f)Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular. (g)Expenses and Receipts. The expenses of the Plan shall be paid by Huron. Any proceeds received by Huron in connection with any Award may be used for general corporate purposes. (h)Applicable Law, Venue. Except to the extent preempted by any applicable federal law, the Plan shall be construed and administered in accordance with the laws of the State of Delaware without reference to its principles of conflicts of law. Any legal action related to this Plan shall be brought only in a federal or state court located in Chicago, Illinois. (i)No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 19.Severability. If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan. 20.Foreign Employees. Notwithstanding any other provision of the Plan to the contrary, the Committee may grant Awards to eligible persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan. In furtherance of such purposes, the Committee may make such modifications, amendments, procedures and subplans as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which Huron or an Affiliate operates or has employees.
DECEMBER 8, 2023)
| Huron Consulting Group Inc. | B-1 | 2025 Proxy Statement |
DECEMBER 8, 2023)
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DECEMBER 8, 2023)
Appendix B AMENDMENT TO THE HURON CONSULTING GROUP INC.