DEF 14A of Huron Consulting Group Inc., Mar 20, 2026

DEF 14A of Huron Consulting Group Inc.

Filed Mar 20, 2026 · FY20250001289848-26-000053

Open on EDGAR

  1. Hope Katz

    | 2025 Grants of Plan-Based Awards | 52 | | 2025 Outstanding Equity Awards at Fiscal Year-End | 53 | | 2025 Option Exercises and Stock Vested | 55 | | 2025 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 | 66 | | Certain Relationships and Related Transactions | 66 | | Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm | 68 | | Audit and Non-Audit Fees | 69 | | Policy on Audit Committee Preapproval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm | 70 | | Report of the Audit Committee | 70 | | Submission of Stockholder Proposals | 71 | | Other Matters | 72 | | Appendix A - Non-GAAP Financial Measures | A-1 |

  2. Election of Directors

    Election of Directors

  3. Board of Directors

    Board of Directors The Company’s Restated Certificate of Incorporation previously divided the board 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 Restated Certificate of Incorporation to declassify the board over a three-year period. Therefore, all of the directors will be nominated to stand for election at the 2026 Annual Meeting, each of whom will serve a one-year term if elected. The board has nominated Joy T. Brown, C. Mark Hussey, H. Eugene Lockhart, Peter K. Markell, John McCartney, James H. Roth, Hugh E. Sawyer and Debra Zumwalt as director nominees to be voted upon at the 2026 Annual Meeting, to serve terms ending at the 2027 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. All nominees are currently serving as Huron directors. Ekta Singh-Bushell will not stand for re-election and will no longer serve on the board upon election of the director nominees at the 2026 Annual Meeting. The size of the board will be decreased to eight directors immediately upon election of directors at the 2026 Annual Meeting. This Proxy Statement relates only to the solicitation of proxies from the stockholders with respect to the election of the director nominees to the board and the other matters described herein. The board is not aware of any reason that the director nominees might be unavailable to serve as a director, and each has expressed an intention to serve, if elected. If any of the director nominees are unable to serve, the shares represented by all valid proxies will be voted “FOR” the election of such substitute nominee as the board may recommend. There are no arrangements or understandings between any of the persons nominated to be a director and any other person pursuant to which any of such nominees were selected.

  4. 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 Ms. Brown, Mr. Hussey, Mr. Lockhart, Mr. Markell, Mr. McCartney, Mr. Roth, Mr. Sawyer and Ms. Zumwalt as directors, unless specified otherwise.

  5. Approval Required

    | Recommendation of the Board | | | | The Board of Directors recommends that stockholders vote FOR the election of Ms. Brown, Mr. Hussey, Mr. Lockhart, Mr. Markell, Mr. McCartney, Mr. Roth, Mr. Sawyer and Ms. Zumwalt. | | Independence 75% 6 of our 8 Director Nominees are Independent | | Attendance 97% We had 97% overall attendance at all board and committee meetings throughout 2025 |

  6. Approval Required

    4 Ekta Singh-Bushell currently serves as chair of the Compensation Committee. Ms. Singh-Bushell will not stand for re-election and will no longer serve on the board upon election of the director nominees at the 2026 Annual Meeting. 5 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 as non-executive chairman of the board.

  7. Approval Required

    | Huron Consulting Group Inc. | 3 | 2026 Proxy Statement |

  8. Approval Required

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  9. About the Board4

    About the Board4

  10. About the Board4

    | Name | | Age | Director Since | Principal Occupation | Independent | A | C4 | N&CG | T&IS | F&CA | | Nominees To the Board of Directors | | | | | | | | | | | | | Joy T. Brown | 47 | 2022 | SVP, Chief Digital Information Officer, Boston Medical Center Health System | | | • | | | • | | | C. Mark Hussey | 65 | 2023 | Chief Executive Officer and President, Huron Consulting Group Inc. and Huron Consulting Services, our principal operating subsidiary | | | | | | | | | H. Eugene Lockhart | 76 | 2006 | Chairman Emeritus & General Partner, MissionOG LLC | | • | • | | | | | | Peter K. Markell | 70 | 2022 | Executive Vice President and Chief Financial Officer, Brown University Health (f/k/a Lifespan Health System) | | | | • | • | | | | John McCartney | 73 | 2004 | Huron Consulting Group Inc., Director5 | | • | | • | | | | | James H. Roth | 68 | 2009 | Vice Chairman, Client Services, Huron Consulting Group Inc. | | | | | | | | | Hugh E. Sawyer | 71 | 2018 | Non-Executive Chairman, Huron Consulting Group Inc. | | • | | • | | • | | | Debra Zumwalt | 70 | 2014 | Vice President and General Counsel, Stanford University | | | • | | • | |

  11. About the Board4

    A – Audit Committee; C – Compensation Committee; N&CG – Nominating and Corporate Governance Committee; T&IS – Technology and Information Security Committee; F&CA – Finance and Capital Allocation Committee – Chairperson • – Member

  12. About the Board4

    | Huron Consulting Group Inc. | 4 | 2026 Proxy Statement |

  13. About the Board4

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  14. Skills Matrix

    Skills Matrix The below table summarizes the core competencies and relevant capabilities that our director nominees bring to the board. Additional detailed information on each of the director’s experience, qualifications, attributes and skills is more thoroughly described in the biographies following this table.

  15. Skills Matrix

    | | | | | | | | | | | | | | | Joy T. Brown | C. Mark Hussey | H. Eugene Lockhart | Peter K. Markell | John McCartney | James H. Roth | Hugh E. Sawyer | Debra Zumwalt | | | | Accounting/Finance Knowledge of accounting and financial reporting and auditing processes and standards | | | | | | | | | 8 | | | Corporate Governance/Law Experience understanding and evaluating legal risks and obligations and board oversight and effectiveness | | | | | | | | | 8 | | | Senior Executive Leadership Served as a senior leader at another organization | | | | | | | | | 8 | | | Risk Management & Oversight Regulatory and compliance expertise in assessment and management of business and financial risk factors | | | | | | | | | 8 | | | Technology Experience or oversight of innovative technology, privacy, information systems, or cybersecurity | | | | | | | | | 8 | | | Global Business Leadership experience with multinational companies | | | | | | | | | 7 | | | Healthcare Industry experience through board or leadership positions with organizations in the healthcare industry | | | | | | | | | 7 | | | Higher Education Industry experience through board or leadership positions with higher education institutions or organizations serving higher education institutions | | | | | | | | | 6 | | | Public Company Board Experience serving on boards of other public companies | | | | | | | | | 7 |

  16. Skills Matrix

    | Huron Consulting Group Inc. | 5 | 2026 Proxy Statement |

  17. Skills Matrix

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  18. Board of Director Nominee Snapshot (1)

    Board of Director Nominee Snapshot (1)

  19. Board of Director Nominee Snapshot (1)

    | GENDER | ETHNICITY | COMMITTEE CHAIRS BY GENDER | TENURE |

  20. Board of Director Nominee Snapshot (1)

    (1) Data as of March 20, 2026.

  21. Board of Director Nominee Snapshot (1)

    | Huron Consulting Group Inc. | 6 | 2026 Proxy Statement |

  22. Board of Director Nominee Snapshot (1)

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  23. Nominees to Board of Directors

    Nominees to Board of Directors

  24. Nominees to Board of Directors

    | Joy T. Brown AGE: 47 | DIRECTOR SINCE: 2022 COMMITTEES: T&IS (CHAIR), C (MEMBER), F&CA (MEMBER) |

  25. 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

  26. Current Public Company Board

    Current Public Company Board Service: •Director, Huron Consulting Group Inc., since 2022 •Tractor Supply Company, director since 2021 and member of audit and nomination and governance committee

  27. Non-public board and other

    Non-public board and other advisory services: •ESO Solutions, Inc., director •ValidiFI, LLC, director

  28. 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 |

  29. 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 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.

  30. Non-public board and other

    | Huron Consulting Group Inc. | 7 | 2026 Proxy Statement |

  31. Non-public board and other

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  32. Non-public board and other

    | 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: 65 | DIRECTOR SINCE: 2023 COMMITTEES: As an employee director, Mr. Hussey does not serve on any committees. |

  33. 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)

  34. Current Public Company Board

    Current Public Company Board Service: •Director, Huron Consulting Group Inc., since 2023

  35. Current Public Company Board

    | Key Skills Sets: | | | | ACCOUNTING | FINANCE | | | | CORPORATE GOVERNANCE | LAW | | | | SENIOR EXECUTIVE LEADERSHIP | | | | RISK MANAGEMENT & OVERSIGHT | | | | TECHNOLOGY | | | | GLOBAL BUSINESS | | | | HEALTHCARE | | | | HIGHER EDUCATION |

  36. Current Public Company Board

    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.

  37. Current Public Company Board

    | Huron Consulting Group Inc. | 8 | 2026 Proxy Statement |

  38. Current Public Company Board

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  39. Current Public Company Board

    | H. Eugene Lockhart AGE: 76 | DIRECTOR SINCE: DECEMBER 2006 COMMITTEES: F&CA (CHAIR), A (MEMBER), C (MEMBER) |

  40. INDEPENDENT

    INDEPENDENT Professional Experience: •Chairman Emeritus, Co-Founder and General Partner, MissionOG LLC, a venture capital firm with significant operational and investment experience across the financial services and payments industries since 2013 •Operating partner, Welsh, Carson, Anderson & Stowe since 2025, a private equity firm focused on the technology and healthcare industries •Senior advisor, Blackstone Group, with a focus on Blackstone Growth and Blackstone Tactical Opportunities, 2020 to 2025 •Special adviser, General Atlantic LLC, a global growth investment firm, 2012 to 2019 •Operating 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 and Commercial 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)

  41. Current Public Company

    Current Public Company Board Service: •Director, Huron Consulting Group Inc., since 2006

  42. Previous Public Company Board

    Previous Public Company Board

  43. Experience during the last five

    Experience during the last five years: •Alkami Technology, Inc., 2021 – 2022

  44. 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, Chairman Emeritus 2015 - 2017 •The Darden School Foundation, University of Virginia, 1997 - 2008 including service as chair

  45. 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 |

  46. Non-public board and other

    Individual Contributions: Mr. Lockhart brings to the 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.

  47. Non-public board and other

    | Huron Consulting Group Inc. | 9 | 2026 Proxy Statement |

  48. Non-public board and other

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  49. Non-public board and other

    | Peter K. Markell AGE: 70 | DIRECTOR SINCE: MARCH 2022 COMMITTEES: A (CHAIR) | N&CG (MEMBER) | T&IS (MEMBER) |

  50. INDEPENDENT

    INDEPENDENT Professional Experience: •Executive Vice President and CFO of Brown University Health, 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)

  51. Current Public Company Board

    Current Public Company Board Service: •Director, Huron Consulting Group Inc., since 2022 •Eastern Bankshares, Inc. since 2006; currently the chair of the audit committee; member of compensation committee, and risk management committee

  52. 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

  53. 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 |

  54. Non-public board and other

    Individual Contributions: Mr. Markell brings to the 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.

  55. Non-public board and other

    | Huron Consulting Group Inc. | 10 | 2026 Proxy Statement |

  56. Non-public board and other

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  57. Non-public board and other

    | John McCartney AGE: 73 | DIRECTOR SINCE: 2004 COMMITTEES: A (MEMBER), N&CG (MEMBER) |

  58. INDEPENDENT

    INDEPENDENT Professional Experience: •3Com Corporation (post-merger with USRobotics) President, Client Access Unit, 1997 – 1998 •USRobotics, 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)

  59. Current Public Company Board

    Current Public Company Board Service: •Director, Huron Consulting Group Inc., since 2004 •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

  60. Previous Public Company

    Previous Public Company

  61. 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

  62. Non-public board and other

    Non-public board and other advisory services: •Davidson College, board of trustees, 1998 - 2008; served as chairman, 2004 - 2008

  63. 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 |

  64. 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 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 the 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 board.

  65. Non-public board and other

    | Huron Consulting Group Inc. | 11 | 2026 Proxy Statement |

  66. Non-public board and other

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  67. Non-public board and other

    | James H. Roth AGE: 68 | DIRECTOR SINCE: NOVEMBER 2009, VICE CHAIRMAN SINCE 2023 COMMITTEES: As an employee director, Mr. Roth does not serve on any committees. |

  68. EMPLOYEE DIRECTOR | NOT INDEPENDENT

    EMPLOYEE DIRECTOR | NOT INDEPENDENT Professional Experience: •Vice Chairman, Client Services, Huron, since 2023 •Founding member of Huron and served as CEO from 2009 to 2022, as President from 2011 to 2019, as a Managing Director and practice leader of the Higher Education consulting practice from 2002 to 2009, and as vice president, Health and Education Consulting from 2007 to 2009. Under his leadership, Huron was named one of Forbes’ Best Management Consulting Firms, one of Forbes’ America’s Best Employers and as one of the Best Firms to Work For by Consulting Magazine Professional Awards: •Consulting Magazine, twice named as one of the Top 25 Most Influential Consultants Education/Certifications: •B.A., Political Science and Economics, Vanderbilt University •M.B.A., Southern Methodist University •Certified Public Accountant (inactive)

  69. Current Public Company Board

    Current Public Company Board Service: •Director, Huron Consulting Group Inc., since 2009

  70. Non-public board and other

    Non-public board and other advisory services: •Chicago Council on Global Affairs, since 2025 •Shorelight Holdings LLC, since 2014 •Lurie Children's Medical Group, since 2025 •Lurie Children's Pediatric Anesthesia Associates, 2019 - 2024 •Gift of Adoption, since 2019 •Women's Health Access Matters, since 2023 •Keypath Education Holdings, LLC, 2016 - 2021 •Aviv REIT, 2012 – 2015

  71. 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 |

  72. Non-public board and other

    Individual Contributions: Through his distinguished career as an officer and consultant at Huron, Mr. Roth brings to the board his hands-on perspective of the strategy and operations of institutions of higher education and academic medical centers, including their research facilities. Twice named by Consulting magazine as one of the Top 25 Most Influential Consultants, Mr. Roth contributes to the board a unique understanding of the Huron organization, the consulting business, and the businesses of our clients.

  73. Non-public board and other

    | Huron Consulting Group Inc. | 12 | 2026 Proxy Statement |

  74. Non-public board and other

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  75. Non-public board and other

    | Hugh E. Sawyer AGE: 71 | DIRECTOR SINCE: FEBRUARY 2018 NON-EXECUTIVE CHAIRMAN OF THE BOARD (JANUARY 2025) COMMITTEES: A (MEMBER), F&CA (MEMBER), N&CG (MEMBER) |

  76. 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)

  77. Current Public Company

    Current Public Company Board Service: •Director, Huron Consulting Group Inc., since 2018

  78. 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

  79. 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 |

  80. 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 or prior member of numerous board committees including audit, compensation, nomination and governance and various special committees.

  81. Non-public board and other

    | Huron Consulting Group Inc. | 13 | 2026 Proxy Statement |

  82. Non-public board and other

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  83. Non-public board and other

    | Debra Zumwalt AGE: 70 | DIRECTOR SINCE: 2014 COMMITTEES: N&CG (CHAIR), C (MEMBER), T&IS (MEMBER) |

  84. 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 as of May 12, 2025, the director compensation program is comprised of the following elements:

  85. 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 - $80,000 (increased from $75,000 effective as of May 2025) | | Annual restricted stock unit grant | $180,000 in the form of restricted stock units(4) (increased from $170,000 effective as of May 2025) | | Annual committee chairperson retainer | Audit - $25,000 (increased from $20,000 effective as of May 2025) | | | 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(5) | Non-employee directors are expected to own Huron stock equal to five times the annual cash retainer |

  86. 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 fully on the first anniversary of the grant (effective May 2025, changed from vesting 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. (5)Pursuant to the Company’s share ownership guidelines applicable to executives, Mr. Hussey is expected to own Huron stock equal to five times his base salary, and Mr. Roth is expected to own Huron stock equal to one times his base salary. Directors are eligible to participate in our deferred compensation plan, which is described under the caption “EXECUTIVE COMPENSATION—2025 Nonqualified Deferred Compensation.” One director participated from 2013 through 2018, and again during 2024, and a second director elected to participate beginning in 2015.

  87. Compensation of Directors

    | Huron Consulting Group Inc. | 24 | 2026 Proxy Statement |

  88. Compensation of Directors

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  89. 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 2025. 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 2025, 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 2025, please see the section of this Proxy Statement titled Executive Compensation.

  90. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(4) | Stock Awards ($)(1) | Total ($) | | Joy T. Brown(2) | 110,000 | 179,950 | 289,950 | | H. Eugene Lockhart(2) | 112,500 | 179,950 | 292,450 | | Peter K. Markell(2) | 120,000 | 179,950 | 299,950 | | John McCartney(2)(3) | 119,375 | 179,950 | 299,325 | | Hugh E. Sawyer(2) | 268,750 | 179,950 | 448,700 | | Ekta Singh-Bushell(2) | 110,000 | 179,950 | 289,950 | | Debra Zumwalt(2) | 106,205 | 179,950 | 286,155 |

  91. Director Compensation Table

    (1)This column represents the aggregate grant date fair value of restricted stock units granted to our directors in 2025, computed in accordance with FASB ASC Topic 718. Grant date fair value is based on the closing price of Huron stock on the day of grant. Each of these grants will fully vest on the one-year anniversary of the grant. (2)On December 31, 2025, each of Ms. Brown, Mr. Lockhart, Mr. Markell, Mr. McCartney, Mr. Sawyer, Ms. Singh-Bushell, and Ms. Zumwalt held 2,531 unvested restricted stock units. (3)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. (4)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 2025, Ms. Zumwalt was the only non-employee director 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 $162,604 and $218,660, respectively, in 2025. Huron does not pay above- market interest or preferential dividends on investments in the Deferred Compensation Plan.

  92. Director Compensation Table

    | Huron Consulting Group Inc. | 25 | 2026 Proxy Statement |

  93. Director Compensation Table

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  94. 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 align with 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 | | |

  95. 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. | |

  96. Peer Group &

    Peer Group &

  97. Performance

    | •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 2025 AIP and 2025 – 2027 LTIP | •Monitor performance against established AIP and LTIP targets to confirm whether compensation philosophy, principles and objectives are being met •Monitor compliance with executive stock ownership requirements | •Review pay-for- performance alignment •Certify payout of 2025 AIP for each named executive officer based on actual achievement against pre-established targets •Certify payout of 2023-2025 LTIP based on actual achievement against pre-established targets |

  98. 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;

  99. Role of Management

    Role of Management Our CEO, along with other members of senior leadership, supports 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 confirm whether 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.

  100. 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. 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, Health Care Technology, Health Care Services, Managed Health Care, IT Consulting and Other Services, Data Processing & Outsourced Service, Education Services, Financial Exchanges & Data, and Diversified Financial Services sectors, with revenues within 0.4x to 2.5x of Huron’s revenues, and with market capitalization within 0.1x to 10x 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 2025 executive compensation decisions, the Compensation Committee approved the addition of one new peer, Blackbaud, Inc., as well as the removal of NextGen Healthcare, Inc. on the basis of the foregoing criteria. Below is the approved list of fifteen (15) companies that comprised our peer group for 2025

  101. Role of the Compensation Peer Group

    | Huron Consulting Group Inc. | 41 | 2026 Proxy Statement |

  102. Role of the Compensation Peer Group

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  103. Role of the Compensation Peer Group

    compensation as well as Huron's relative positioning of revenue and market capitalization to the selected peer group effective as of July 2024 when the peer group was approved. Below is the list of 15 companies that comprised our peer group for 2025 compensation.

  104. Role of the Compensation Peer Group

    | 2025 Peer Group | | | | Blackbaud, Inc. | Exponent, Inc. | LiveRamp Holdings, Inc. | | CBIZ, Inc. | FTI Consulting Inc. | Premier, Inc. | | CRA International, Inc. | Heidrick & Struggles International, Inc. | Perficient, Inc. | | Dun & Bradstreet Holdings, Inc. | ICF International, Inc. | R1 RCM, Inc. | | Evolent Health, Inc. | Korn Ferry | Resources Connection, Inc. |

  105. Role of the Compensation Peer Group

    Huron's relative positioning of revenue and market capitalization to the selected peer group as of July 2024 when the peer group was approved:

  106. Role of the Compensation Peer Group

    | Revenues (Percentile) | | | | | | | | 52nd | | | | | | • | | | | 0 | 25 | 50 | 75 | 100 |

  107. Role of the Compensation Peer Group

    | Market Capitalization (Percentile) | | | | | | | 20th | | | | | | • | | | | | 0 | 25 | 50 | 75 | 100 |

  108. 2025 Target Compensation Opportunity

    | Name | Base Salary | Target Annual Incentive Opportunity (% of Salary) | Target Long-Term Incentive Opportunity (% of Salary) | | C. Mark Hussey(1) | $1,025,000 | 145% | 450% | | John D. Kelly(2) | $650,000 | 120% | 250% | | J. Ronald Dail(3) | $675,000 | 95% | 160% | | Hope Katz | $425,000 | 75% | 100% |

  109. 2025 Annual Incentive Program

    2025 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. Therefore, the Compensation Committee selected Organic Revenues8 and Adjusted EBITDA Margin7 as the annual incentive financial performance metrics because they reflect Huron’s core operating performance and progress against its strategic objectives. These non-GAAP measures exclude items that are not indicative of ongoing operations, allowing for more meaningful period- to-period comparisons and clearer line of sight between management actions and performance outcomes. The Organic Revenues metric supports the Company’s focus on sustainable, internally generated growth, while the Adjusted EBITDA Margin metric reinforces disciplined cost management and profitability across the business. See Appendix A for additional information on these non-GAAP financial measures, including a reconciliation to the most directly comparable GAAP financial measure. The combination of the financial metrics and the enumerated strategic measures results in approximately 92% 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 10% 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

  110. 2025 Annual Incentive Program

    | Huron Consulting Group Inc. | 43 | 2026 Proxy Statement |

  111. 2025 Annual Incentive Program

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  112. 2025 Annual Incentive Program

    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 2025 as TSR was 39%. As a result of the strong performance achieved in 2025, the Compensation Committee approved a total payout of 102% of target for the 2025 annual incentive program. The final amount of such bonuses for each NEO are reported for 2025 in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Additional detail on the 2025 annual incentive goals and performance achieved follows.

  113. 2025 Annual Incentive Goals

    2025 Annual Incentive Goals

  114. 2025 Annual Incentive Goals

    | | | Achievement | | | Payout % of Target | | Performance Measure | Weighting | Threshold | Target | Maximum | | | Organic Revenues8 | 40% | | | | 104% | | Adjusted EBITDA Margin8 | 40% | | | | 103% | | Strategic Measures | 20% | Varies by measure - details below | | | 97% | | Total | 100% | | | | 102% |

  115. 2025 Annual Incentive Goals

    | | | Actual Performance $1,627B | | | | | | • | | | | No Payout Earned | | | | Max Payout Earned | | | $1.540B | $1.620B | $1.780B | |

  116. 2025 Annual Incentive Goals

    | | | Actual Performance 14.3% | | | | | | • | | | | No Payout Earned | | | | Max Payout Earned | | | 13.25% | 14.25% | 15.25% | |

  117. 2025 Annual Incentive Goals

    9 See Appendix A 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.

  118. 2025 Annual Incentive Goals

    | Huron Consulting Group Inc. | 44 | 2026 Proxy Statement |

  119. 2025 Annual Incentive Goals

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  120. 2025 Strategic Measures

    2025 Strategic Measures The portfolio of strategic measures applied to the 2025 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. The executive team’s performance against each goal was assessed against pre-approved, defined measures of success, of which a majority were objective, quantifiable goals. In total, 60% of the strategic measures within the 2025 annual incentive program were assessed against objective, quantifiable goals. The following chart outlines the 2025 goals as well as their weighting, alignment to strategy and actual levels of achievement.9

  121. 2025 Long-Term Incentive Program

    2025 Long-Term Incentive Program Under the 2025 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 2025 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. The Compensation Committee selected cumulative Revenues before Reimbursable Expenses and Adjusted Diluted EPS as the performance metrics for the PSU portion of the long-term incentive program because these measures reflect sustained operating performance and long-term value creation over a multi- year period. Adjusted Diluted EPS, a non-GAAP measure, excludes items that are not indicative of ongoing operations, allowing for more meaningful period-to-period comparisons and clearer line of sight between management actions and performance outcomes. See Appendix A for additional information regarding these non-GAAP financial measures, including a reconciliation to the most directly comparable GAAP financial measures. 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. The RSUs granted in 2025 will vest annually over the three-year vesting period.

  122. Previously Awarded Performance-Based Long-Term Incentive Programs

    Previously Awarded Performance-Based Long-Term Incentive Programs

  123. 2023-2025 Performance Cycle

    2023-2025 Performance Cycle In 2023, 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, 2025, 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 EPS10 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 180% of target as illustrated in the table below.

  124. 2023-2025 Performance Cycle

    | | | Achievement | | | Payout % of Target | | Performance Measure | Weighting | Threshold | Target | Maximum | | | Revenues before Reimbursable Expenses | 50% | | | | 160% | | Adjusted Diluted EPS10 | 50% | | | | 200% | | Total | 100% | | | | 180% |

  125. 2023-2025 Performance Cycle

    | | | | Actual Performance: $4,511B | | | | | | • | | | No Payout Earned | | | | Max Payout Earned | | | $3.520B | $4.140B | $4.760B | |

  126. 2023-2025 Performance Cycle

    | | | | Actual Performance: $19.21 | | | | | | | • | | No Payout Earned | | | | Max Payout Earned | | | $11.80 | $13.90 | $16.00 | |

  127. 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.

  128. Use of Equity and Equity Award Grant Practices

    Use of Equity and Equity Award Grant Practices The use of equity in the long-term incentive (LTI) program is critical to the execution of our overall executive compensation strategy as it aligns our executives’ interests with the Company and stockholders, reinforces accountability for long-term results and encourages decision-making aligned with sustainable stockholder value creation. Furthermore, the significance of executing our compensation philosophy extends beyond our executive leadership team to our highly qualified workforce, including our revenue-generating managing directors, principals and industry and capability leaders who directly influence our growth, innovation, and client outcomes. In fact, on average, approximately 84% of equity granted annually is provided to these revenue-generating managing directors, principals and industry and capability leaders as part of their incentive compensation. Annual awards under our long-term incentive (LTI) program for our named executive officers, revenue-generating managing directors, principals and industry and capability leaders 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 2025, 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 2025.

  129. 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. More information on our use of employment agreements, including the estimated payments and benefits payable to the named executive officers, is provided under the "Potential Payments Upon Termination or Change of Control" section of this Proxy Statement.

  130. Tax Considerations

    Tax Considerations Section 162(m). Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation paid in excess of $1 million in a taxable year to certain “covered employees.” Under current law, covered employees include the Company’s Chief Executive Officer, Chief Financial Officer and the next three highest-paid executive officers whose compensation must be disclosed in the proxy statement for the year, as well as any individual who became a covered employee in a prior year. The Compensation Committee expects to continue authorizing compensation that may not be deductible under Section 162(m) when it believes doing so is in the best interests of the Company and its stockholders, retaining flexibility to design compensation programs that support long-term performance. 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 provide that any covered payments would be reduced to the extent necessary so that no portion of such payments is subject to the excise tax.

  131. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  132. 2025 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 | 2025 | 1,021,875 | — | 4,612,525 | 1,515,975 | 47,979 | 7,198,354 | | | 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 | | John D. Kelly Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 647,917 | — | 1,625,071 | 795,600 | 39,135 | 3,107,723 | | | 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 | | J. Ronald Dail(4) Executive Vice President and Chief Operating Officer | 2025 | 675,000 | — | 1,080,027 | 654,075 | 34,004 | 2,443,106 | | | 2024 | 673,958 | — | 944,996 | 833,721 | 28,320 | 2,480,995 | | | 2023 | 650,000 | — | 812,465 | 964,316 | 26,923 | 2,453,704 | | Hope Katz(5) Executive Vice President, General Counsel and Corporate Secretary | 2025 | 422,292 | — | 524,920 | 325,125 | 43,686 | 1,316,023 |

  133. 2025 Summary Compensation Table

    (1)The bonus amounts paid in 2023 and 2024 represent the final two of three installments of the three-year cash retention bonus made in 2021 to retain 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. 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 2025 if earned at maximum levels was $6,457,596, $2,275,008, $1,512,098, and $594,898 for Messrs. Hussey, Kelly, and Dail and Ms. Katz, respectively. (3)All Other Compensation for 2025 is detailed in the table below. (4)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 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. (5)Effective January 1, 2025, Ms. Katz was appointed Executive Vice President and General Counsel in addition to her role as Corporate Secretary.

  134. 2025 Summary Compensation Table

    | Huron Consulting Group Inc. | 51 | 2026 Proxy Statement |

  135. 2025 Summary Compensation Table

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  136. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes the grants of equity awards and annual cash incentive awards for 2025 to each named executive officer.

  137. 2025 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 ($)(5) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | C. Mark Hussey | 3/1/2025 | 2/21/2025 | — | — | — | 5,295 | 21,178 | 42,356 | — | 3,228,798(2) | | | 3/1/2025 | 2/21/2025 | — | — | — | — | — | — | 9,076 | 1,383,727(3) | | | | | 148,625 | 1,486,250 | 2,972,500(1) | — | — | — | — | — | | John D. Kelly | 3/1/2025 | 2/21/2025 | — | — | — | 1,865 | 7,461 | 14,922 | — | 1,137,504(2) | | | 3/1/2025 | 2/21/2025 | — | — | — | — | — | — | 3,198 | 487,567(3) | | | | | 78,000 | 780,000 | 1,560,000(1) | — | — | — | — | — | | J. Ronald Dail | 3/1/2025 | 2/21/2025 | — | — | — | 1,240 | 4,959 | 9,918 | — | 756,049(2) | | | 3/1/2025 | 2/21/2025 | — | — | — | — | — | — | 2,125 | 323,978(3) | | | | | 64,125 | 641,250 | 1,282,500(1) | — | — | — | — | — | | Hope Katz | 3/1/2025 | 2/21/2025 | — | — | — | 488 | 1,951 | 3,902 | — | 297,449(2) | | | 3/1/2025 | 2/21/2025 | — | — | — | — | — | — | 836 | 127,457(3) | | | 3/1/2025 | 2/21/2025 | — | — | — | — | — | — | 656 | 100,014(4) | | | | | 31,875 | 318,750 | 637,500(1) | — | — | — | — | — |

  138. 2025 Grants of Plan-Based Awards

    (1)The target, threshold and maximum represent the range of cash award that could be earned under the 2025 NEO annual incentive program. The minimum amount that could be paid is 10% 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 102% of the target award was earned for 2025. (2)The March 1, 2025 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 2025-2027. 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, 2028. These PSUs were granted under the Company's 2012 Omnibus Incentive Plan. (3)This grant of restricted stock units (RSUs) was made under the 2025 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)This grant of restricted stock units (RSUs) was awarded in 2025 to recognize performance under the 2024 annual Corporate Vice President long-term incentive program. The RSUs vest in equal annual installments over four years and were granted under the Company’s 2012 Omnibus Incentive Plan. (5)The grant date fair value of all RSU and PSU grants is based on the closing price of Huron stock as of the date of grant, which was $152.46 on February 28, 2025, the last trading day prior to March 1, 2025; 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.

  139. 2025 Grants of Plan-Based Awards

    | Huron Consulting Group Inc. | 53 | 2026 Proxy Statement |

  140. 2025 Grants of Plan-Based Awards

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  141. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning outstanding stock and option awards as of December 31, 2025 for each named executive officer. Market value is based on the closing price of Huron stock of $172.91 on December 31, 2025, the last trading day of the fiscal year.

  142. 2025 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 | 3/1/2023 | — | — | — | — | 2,553 (1) | 441,439 | — | — | | | 3/1/2023 | — | — | — | — | 32,161 (2) | 5,560,889 | — | — | | | 3/1/2024 | — | — | — | — | 7,169 (1) | 1,239,592 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 50,176 (3) | 8,675,932 | | | 3/1/2025 | — | — | — | — | 9,076 (1) | 1,569,331 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 21,178(4) | 3,661,888 | | John D. Kelly | 3/1/2023 | — | — | — | — | 1,235 (1) | 213,544 | — | — | | | 3/1/2023 | — | — | — | — | 15,548 (2) | 2,688,474 | — | — | | | 3/1/2024 | — | — | — | — | 2,657 (1) | 459,422 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 18,592 (3) | 3,214,743 | | | 3/1/2025 | — | — | — | — | 3,198 (1) | 552,966 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 7,461 (4) | 1,290,082 |

  143. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Huron Consulting Group Inc. | 54 | 2026 Proxy Statement |

  144. 2025 Outstanding Equity Awards at Fiscal Year-End

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  145. 2025 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 | 3/1/2022 | — | — | — | — | 1,324 (5) | 228,933 | — | — | | | 3/1/2022 | 3,677 (6) | — | 48.22 | 3/1/2029 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 788 (5) | 136,253 | — | — | | | 3/1/2023 | — | — | — | — | 997 (1) | 172,391 | — | — | | | 3/1/2023 | — | — | — | — | 12,555 (2) | 2,170,885 | — | — | | | 3/1/2024 | — | — | — | — | 1,902 (1) | 328,875 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 13,310 (3) | 2,301,432 | | | 3/1/2025 | — | — | — | — | 2,125 (1) | 367,434 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 4,959 (4) | 857,461 | | Hope Katz | 4/1/2024 | — | — | — | — | 788 (5) | 136,253 | — | — | | | 3/1/2025 | — | — | — | — | 656 (5) | 113,429 | — | — | | | 3/1/2025 | — | — | — | — | 836 (1) | 144,553 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 1,951 (4) | 337,347 |

  146. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1)Consists of unvested restricted stock units as of December 31, 2025 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 2023 grant of PSUs that vest based on performance for the 2023-2025 performance period. The amount reflected in the table equals 180%, the actual amount earned. The earned amount vested on March 1, 2026. (3)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. As of December 31, 2025, 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 2024-2026 performance period is complete, the earned award will vest in its entirety on March 1, 2027. (4)Consists of the 2025 grant of PSUs that vest based on performance for the 2025-2027 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, 2025. Once the 2025-2027 performance period is complete, the earned award will vest in its entirety on March 1, 2028. (5)Consists of unvested restricted stock units granted for time served prior to being a named executive officer 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.

  147. 2025 Outstanding Equity Awards at Fiscal Year-End

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  148. 2025 Outstanding Equity Awards at Fiscal Year-End

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  149. 2025 Outstanding Equity Awards at Fiscal Year-End

    (6)Consists of the 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 unexercised PSOs of the earned amount. The earned awards vested 33% annually over three years from the date of grant provided the individual was still employed by Huron on the applicable vesting date.

  150. 2025 Option Exercises and Stock Vested

    2025 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 2025 for each named executive officer.

  151. 2025 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 | — | — | 49,687 | 7,575,280 | | John D. Kelly | — | — | 30,325 | 4,623,350 | | J. Ronald Dail | — | — | 21,736 | 3,313,871 | | Hope Katz | — | — | 275 | 39,277 |

  152. 2025 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 vesting date (or on the most recent business day preceding the vesting date, if the vesting date was not a business day).

  153. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table sets forth the deferred compensation activity for the named executive officers in 2025.

  154. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($)(1) | Registrant Contributions in 2025 ($) | Aggregate Earnings in 2025 ($)(2) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance as of 12/31/25 ($) | | C. Mark Hussey | — | — | 292,430 | — | 2,204,683 | | John D. Kelly | — | — | — | — | — | | J. Ronald Dail | — | — | — | — | — | | Hope Katz | — | — | — | — | — |

  155. 2025 Nonqualified Deferred Compensation

    (1)There were no executive contributions made to the Deferred Compensation Plan for 2025. (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.

  156. 2025 Nonqualified Deferred Compensation

    | Huron Consulting Group Inc. | 56 | 2026 Proxy Statement |

  157. 2025 Nonqualified Deferred Compensation

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  158. 2025 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.

  159. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  160. 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 2025, 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.

  161. Potential Payments Upon Termination or Change of Control

    | Huron Consulting Group Inc. | 61 | 2026 Proxy Statement |

  162. Potential Payments Upon Termination or Change of Control

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  163. 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, 2025 and uses a share price of $172.91, the closing price of our stock on December 31, 2025, the last trading day of the fiscal year.

  164. 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 | — | 2,050,000 | — | 2,562,500 | | | Bonus | — | 2,972,500 | — | 3,715,625 | | | Pro rata annual bonus (1) | — | 1,515,975 | 1,486,250 | 1,515,975 | | | Equity acceleration (2) | — | — | 3,250,362 | 16,811,106 | | | Benefits continuation | — | 41,854 | 10,463 | 52,317 | | | Cutback (3) | — | — | — | (6,246,356) | | | Total Value | — | 6,580,329 | 4,747,075 | 18,411,167 | | John D. Kelly | Salary | — | 650,000 | — | 975,000 | | | Bonus | — | 780,000 | — | 1,170,000 | | | Pro rata annual bonus (1) | — | 795,600 | 780,000 | 795,600 | | | Equity acceleration (2) | — | — | 1,225,932 | 6,811,859 | | | Benefits continuation | — | 32,423 | 16,211 | 48,634 | | | Cutback (3) | — | — | — | — | | | Total Value | — | 2,258,023 | 2,022,143 | 9,801,093 | | J. Ronald Dail | Salary | — | 675,000 | — | 1,012,500 | | | Bonus | — | 641,250 | — | 961,875 | | | Pro rata annual bonus (1) | — | 654,075 | 641,250 | 654,075 | | | Equity acceleration (2) | — | — | 1,233,886 | 5,412,948 | | | Benefits continuation | — | 35,327 | 17,663 | 52,990 | | | Cutback (3) | — | — | — | (306,195) | | | Total Value | — | 2,005,652 | 1,892,799 | 7,788,193 | | Hope Katz | Salary | — | 425,000 | — | 637,500 | | | Bonus | — | 318,750 | — | 478,125 | | | Pro rata annual bonus (1) | — | 325,125 | 318,750 | 325,125 | | | Equity acceleration (2) | — | — | 394,235 | 731,582 | | | Benefits continuation | — | 35,327 | 17,663 | 52,990 | | | Cutback (3) | — | — | — | (840,442) | | | Total Value | — | 1,104,202 | 730,648 | 1,384,880 |

  165. 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 2025. 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:

  166. Potential Payments Upon Termination or Change of Control

    | Huron Consulting Group Inc. | 62 | 2026 Proxy Statement |

  167. Potential Payments Upon Termination or Change of Control

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  168. Potential Payments Upon Termination or Change of Control

    (a) The 2024 and 2025 performance units would continue to vest upon a Termination without Cause or Resignation for Good Reason or Permanent Disability or Death for each of the named executive officers with the number of shares determined based on actual performance through December 31, 2025 and prorated for the number of days that the executive was employed during the performance period. (b) All of the 2023 performance units would continue to vest upon a Termination without Cause or Resignation for Good Reason or Permanent Disability or Death for each of the named executive officers with the number of shares determined based on actual performance through December 31, 2025, 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, 2025, 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 that estimated change in control severance benefits would exceed the safe harbor threshold under Section 280G of the Internal Revenue Code, such benefits are reduced to the maximum amount that does not result in the imposition of any excise tax.

  169. Pay Versus Performance

    Pay Versus Performance The Company is providing the following disclosure about the relationship of the compensation actually paid to our chief executive officer and other named executive officers and 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.

  170. 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 ($'000s)(6) | | Year | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2025 | 7,198,354 | 14,304,427 | 2,288,951 | 4,228,623 | 293 | 154 | 105,040 | 1,662,836 | | 2024 | 6,519,978 | 10,541,029 | 2,180,600 | 3,255,143 | 211 | 176 | 116,626 | 1,486,085 | | 2023 | 5,706,403 | 10,225,755 | 2,387,211 | 4,398,093 | 174 | 178 | 62,479 | 1,362,060 | | 2022 | 6,066,630 | 8,811,255 | 2,637,060 | 3,593,717 | 123 | 148 | 75,552 | 1,132,455 | | 2021 | 3,595,855 | 1,428,917 | 1,579,259 | 709,973 | 85 | 141 | 62,987 | 905,640 |

  171. Pay Versus Performance

    (1)The principal executive officer (PEO) included in the summary compensation table total and compensation actually paid (CAP) total for 2025, 2024, and 2023 was C. Mark Hussey. The PEO for 2022 and 2021 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: –2025 - John D. Kelly, J. Ronald Dail, and Hope Katz –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. (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. 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 2025:

  172. Pay Versus Performance

    | Huron Consulting Group Inc. | 63 | 2026 Proxy Statement |

  173. Pay Versus Performance

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  174. 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 | 3,661,888 | 4,613,231 | 1,146,274 | — | 9,421,392 | 828,297 | 1,122,989 | 399,885 | — | 2,351,171 | | PSO | — | — | — | — | — | — | — | 24,035 | — | 24,035 | | Restricted Stock Units | 1,569,331 | 472,975 | 254,900 | — | 2,297,206 | 392,794 | 157,156 | 91,136 | — | 641,086 | | Total | 5,231,219 | 5,086,206 | 1,401,173 | — | 11,718,598 | 1,221,090 | 1,280,145 | 515,056 | — | 3,016,291 |

  175. Pay Versus Performance

    (4)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. (5)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 2025 because, in its view, it was most consistent with our primary near-term objective of driving revenue growth. (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, 2020 through December 31, 2025. 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 2025 Annual Report on Form 10-K, is comprised of the following companies: CRA International, Inc. (CRAI), FTI Consulting, Inc. (FCN), ICF International, Inc. (ICFI) and Resources Connection, Inc. (RGP). In 2025, we removed Premier, Inc. (PINC) from the peer group used for the S-K Item 201(e) disclosures as the common stock of the company was no longer listed on a public exchange as of December 31, 2025. 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, 2020. 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 2021 through 2025.

  176. Pay Versus Performance

    | Huron Consulting Group Inc. | 64 | 2026 Proxy Statement |

  177. Pay Versus Performance

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  178. Pay Versus Performance

    | Huron Consulting Group Inc. | 65 | 2026 Proxy Statement |

  179. Pay Versus Performance

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  180. Pay Versus Performance

    The increase in the PEO and average Other NEO CAP in 2022 as compared to 2021 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. The increase in the PEO CAP in 2025 related to the increase in the fair value of equity awards; and the increase in the average Other NEO CAP in 2025 is primarily related to the increase in the fair value of the equity awards and the appointment of Ms. Katz as Executive Vice President, General Counsel and Corporate Secretary in 2025. The increase in the fair value of equity awards relates to the increase in our stock price from $124.26 to $172.91 from December 31, 2024 to December 31, 2025; and the expected funding of the 2023 and 2024 performance-based awards tied to performance against Adjusted Diluted EPS and Revenue Growth metrics increased from 168% to 180% for the 2023 awards and 100% to 136% for the 2024 awards.

  181. 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 2025: •The annual total compensation of our median employee was $89,793. •Mr. Hussey’s annual total compensation, as reflected in the Summary Compensation Table included in this Proxy Statement, was $7,198,354. •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 80.2 to 1. In 2025, we identified the median employee by examining the 2025 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025. 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 2025

  182. CEO Pay Ratio

    | Huron Consulting Group Inc. | 66 | 2026 Proxy Statement |

  183. CEO Pay Ratio

    | General Information | Proposal One | Corporate Governance | Proposal Two | Executive Compensation | Proposal Three | Stockholder Proposals | Other Matters |

  184. CEO Pay Ratio

    unless they were designated as temporary or seasonal positions. For purposes of identifying the median employee, we used target incentive compensation because actual amounts were not determinable at the time. In addition, in order to identify our median employee in 2025, we (i) utilized the exemption permitted under Item 402(u) of Regulation S-K to exclude a total of 308 employees from Canada, the United Kingdom, Singapore, Switzerland, and Poland (which, in the aggregate, comprised less than 5% of our total employee population as of December 31, 2025), resulting in a net employee population of 8,497, of which 3,506 are located in India and (ii) adjusted non-U.S. employee pay applying foreign currency exchange rates as of December 31, 2025. Final annual total compensation for the median employee reflects actual incentive compensation earned. We calculated 2025 annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table.