UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

HURON CONSULTING GROUP INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

550 West Van Buren Street

Chicago, IL 60607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 6, 2022

The Annual Meeting of Stockholders of Huron Consulting Group Inc. (the “Company,” “Huron,” “we” or “us”) will be held on May 6, 2022, at 11:00 a.m. Central Time in a virtual meeting format via live audio webcast at www.virtualshareholdermeeting.com/HURN2022, for the following purposes:

Only stockholders of record at the close of business on March 7, 2022 will be entitled to notice of and to vote at the meeting.

Your vote is very important, regardless of the number of shares you hold. Whether or not you plan to attend the meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials or proxy card, over the Internet, as promptly as possible. If you received only a Notice of Internet Availability of Proxy Materials in the mail or by electronic mail, you may also request a paper proxy card to submit your vote by mail, if you prefer. However, we encourage you to vote over the Internet because it is convenient and will save printing costs and postage fees, as well as natural resources.

We intend to hold our annual meeting via live audio webcast because of the continuing public health impact of the COVID-19 pandemic. You will not be able to attend in person. If we decide to hold our Annual Meeting in person, then we will announce our decision and post additional information on our Investor Relations website at https://ir.huronconsultinggroup.com. Please check this website in advance of the Annual Meeting date.

Shareholders who wish to attend the annual meeting via live audio webcast may do so via the website reflected on their proxy card. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all shareholders regardless of their location. During the meeting, shareholders will have the opportunity to ask questions of management or directors via live chat and to vote or change their previous vote. You may also address any questions in advance of the meeting to Corporate Secretary, Huron Consulting Group Inc., 550 West Van Buren Street, 17th Floor, Chicago, Illinois 60607, or corporatesecretary@hcg.com.

By Order of the Board of Directors

Ernest W. Torain, Jr.

Executive Vice President, General

Counsel and Corporate Secretary

Chicago, Illinois

March 25, 2022

Letter from the Independent Directors of the Board

Dear Fellow Shareholders:

We are writing to you as the independent members of the Huron board of directors. The board recognizes that the development of management succession plans and the oversight of the execution of those plans once enacted is one of its primary responsibilities. On March 21, 2022, the Company announced that C. Mark Hussey, Huron’s current President and Chief Operating Officer, will become Chief Executive Officer and President, effective January 1, 2023, following James H. Roth’s retirement from the role after a distinguished 20-year career with Huron, including having served 13 years as Chief Executive Officer. Mr. Roth will become Vice Chairman on Huron’s board of directors and continue in a non-executive capacity serving clients across industries and enhancing Huron’s market presence. This transition represents the successful culmination of a multi-year succession planning process designed to select the best leader to serve as Huron’s next CEO.

Our board is confident that Mr. Hussey, together with the rest of the leadership team, will continue to deliver on Huron’s strategy and achieve its financial objectives of more consistent revenue growth and improved profitability. On behalf of the board, we want to share our deepest appreciation to Mr. Roth for his steadfast leadership and meaningful contributions to this company, skillfully navigating the firm through significant periods of disruption and transformation throughout his tenure.

As fellow shareholders, we are committed to sustaining the alignment between Huron’s management compensation programs and the long-term interests of the Company and our shareholders. Additionally, we recognize the criticality of retaining our leadership team and ensuring that the leadership team is well-positioned to deliver on Huron’s strategy and value creation for our shareholders.

As a professional services firm, our people are one of our greatest strategic advantages. In response to the COVID-19 pandemic in 2020, we believed that minimizing reductions in our workforce was in the best interest of our shareholders. We believed minimizing impact to our people would be critical in both supporting the growth anticipated when our clients’ businesses stabilized and sustaining our strong culture. The decisions we made to continue to invest in our people were validated by our strong financial performance in 2021. We continue to believe our efforts to retain our team, especially in this highly competitive labor market, will continue to benefit our clients and shareholders.

Our focus on retention is inclusive of Huron’s named executive officers (NEOs). As outlined in more detail in the “Executive Compensation” section in this Proxy Statement, during 2020, the Compensation Committee maintained discipline in approaching NEO pay for fiscal year 2021 in order to align compensation programs with long-term shareholder value while appropriately incentivizing and retaining our leaders.

The NEO pay programs for 2021 retained a primarily objective and substantially performance-based structure. We retained the financial metrics for NEOs and enhanced our Strategic Measures under the Annual Incentive Plan to incorporate ESG goals into our definition and assessment of performance. Seventy-five percent of our NEOs’ annual incentive opportunity for 2021 was tied to predefined full-year financial goals and approximately 90% of the total annual incentive opportunity was tied to metrics that use predefined quantitative goals and performance assessment.

The Compensation Committee also maintained the performance-based orientation of our NEO Long-Term Incentive Plan design. To reflect the ongoing uncertainty presented by the COVID-19 pandemic in 2021, the Compensation Committee approved two temporary modifications to the NEO Long-Term Incentive Plan: 1) 60% of the long-term incentive award opportunity was granted in the form of performance-based units (PSUs) and 40% was granted in the form of restricted share awards (RSAs), and 2) while retaining three-year vesting and performance periods, set annual goals for the Adjusted Diluted EPS and Revenue Growth objectives, with final performance and vesting results incorporating a three-year Revenue Growth goal. For 2022, we have reverted to delivering the long-term incentive award 70% in the form of PSUs and 30% in the form of restricted stock units (RSUs) and utilizing cumulative three-year performance objectives for Adjusted Diluted EPS and Revenue Growth.

After making no adjustments to the outstanding incentives in 2020 to address the very negative impact of the pandemic on multi-year performance cycles, the Compensation Committee awarded an additional compensation opportunity to our NEOs through cash retention agreements. These agreements provide for cash payments to each NEO if they remain employed over the three-year period ending March 1, 2024. The Compensation Committee viewed these awards as critical to ensure the NEOs continued leadership, specifically over the next few years as the Company emerges from the challenges presented by the pandemic, and is imperative as this executive team is uniquely positioned to drive the Company forward to identify growth opportunities and support our clients’ evolving needs. The Compensation Committee approved the payment of the awards in cash rather than equity, to align with our ongoing efforts to minimize dilution and manage our burn rate. These cash retention agreements were approved in response to extremely unique circumstances in 2021 stemming from the COVID-19 pandemic, and we do not intend to provide any cash-based retention awards to our NEOs in the future.

Throughout 2021, we engaged with shareholders and other key constituents as part of our ongoing outreach efforts. These conversations focused on the evolution of the Company’s strategy and the impacts of the global pandemic; our compensation philosophy; our ongoing refresh process for the board of directors, including how we will continue to foster diversity among board members; and environmental, social and governance matters. For additional information on Huron’s commitment to a more sustainable future, refer to our annual Environmental, Social and Governance report, which includes our Sustainability Accounting Standards Board (SASB) index, and is available on the investor relations section of our website at: https://ir.huronconsultinggroup.com.

Our non-executive Chairman and the chair of the Compensation Committee were made available for consultation with our major shareholders. The feedback received through our shareholder outreach efforts is communicated to and considered by the full board of directors and, where appropriate, informs our decisions and strategy.

At the 2021 Annual Meeting, approximately 91% of votes cast were in support of the named executive officer compensation. We view this strong support of our compensation programs as a reflection of the deep alignment between our executives’ pay and shareholder value, as well as the Compensation Committee and board’s stewardship of our people and compensation strategies during 2020 and early 2021.

Our Say on Pay Proposal is found in Proposal 2 of this Proxy Statement, and the board recommends that you vote ‘FOR’ this proposal. We also invite you to consider additional information on our compensation philosophy and decisions in the section entitled “Executive Compensation” in this Proxy Statement.

Sincerely,

H. Eugene Lockhart

Hugh E. Sawyer

John McCartney

Ekta Singh-Bushell

Debra L. Zumwalt

Peter K. Markell

TABLE OF CONTENTS

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We are taking advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to their shareholders over the Internet. On or about March 25, 2022, we mailed to shareholders of record on the record date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report to Stockholders online. If you received a Notice by mail, you will not automatically receive a printed copy of our proxy materials in the mail. You may request a paper copy of our proxy materials by mail or an electronic copy by e-mail by following the instructions listed on the Notice. The Notice also contains instructions for voting over the Internet.

GENERAL INFORMATION ABOUT THE MEETING

QUORUM AND VOTING REQUIREMENTS

The Company has one class of common stock. Each share of common stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. Stockholders do not have the right to cumulate votes in the election of directors. Only stockholders of record at the close of business on March 7, 2022 (the “Record Date”) will be entitled to vote at the Annual Meeting. As of the Record Date, there were 21,331,256 shares of common stock issued and outstanding.

The proxy is solicited from the holders of record of the common stock on behalf of the board of directors of the Company and is revocable at any time by giving written notice of revocation to the Secretary of the Company prior to the Annual Meeting or by executing and delivering a later-dated proxy by mail prior to the Annual Meeting. Furthermore, the stockholders of record who are present at the Annual Meeting may revoke their proxies and vote at the Annual Meeting.

If your shares are held in a bank or brokerage account, you will receive proxy materials from your bank or broker, which will include a voting instruction form. If you would like to revoke voting instructions given to your bank or broker, you must follow its instructions. If you would like to attend the Annual Meeting and vote these shares at the Annual Meeting, you must obtain a proxy from your bank or broker. You must request the proxy from your bank or broker; it will not automatically supply one to you.

All shares of the Company’s common stock represented by properly executed and unrevoked proxies will be voted by the proxies in accordance with the directions given therein. Where no instructions are indicated, properly executed proxies will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the Annual Meeting.

A quorum, consisting of at least one-third of shares of common stock issued and outstanding, must be present at the meeting for any business to be conducted. Shares of common stock entitled to vote and represented by properly executed, returned and unrevoked proxies, including shares with respect to which votes are withheld, abstentions are cast or there are broker non-votes on some proposals but not others, will be considered present at the meeting for purposes of determining a quorum.

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PROPOSAL 1

ELECTION OF DIRECTORS

BOARD OF DIRECTORS

The Company’s third amended and restated certificate of incorporation divides the Company’s board of directors into three classes, with each class being elected to a three-year term.

The board of directors has nominated John McCartney, Ekta Singh-Bushell and Peter K. Markell as Class III Directors to be voted upon at the 2022 Annual Meeting. James H. Roth and H. Eugene Lockhart are Class I Directors serving terms ending at the 2023 Annual Meeting. Hugh E. Sawyer and Debra Zumwalt are Class II Directors serving terms ending at the 2024 Annual Meeting.

This Proxy Statement relates only to the solicitation of proxies from the stockholders with respect to the election of the three nominees as Class III Directors and the other matters described herein. The board of directors knows of no reason that Mr. McCartney, Ms. Singh-Bushell and Mr. Markell might be unavailable to serve as the Class III Directors, and each has expressed an intention to serve, if elected. If Mr. McCartney, Ms. Singh-Bushell or Mr. Markell is unable to serve, the shares represented by all valid proxies will be voted “FOR” the election of such substitute nominee as the board of directors may recommend. There are no arrangements or understandings between any of the persons nominated to be a Class III Director and any other person pursuant to which any of such nominees were selected.

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 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 meeting. Therefore, abstentions and “broker non-votes” will have no impact on the election of directors. Properly executed proxies submitted pursuant to this solicitation will be voted “FOR” the election of Mr. McCartney, Ms. Singh-Bushell and Mr. Markell as Class III Directors, unless specified otherwise.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MR. MCCARTNEY MS. SINGH-BUSHELL AND MR. MARKELL AS CLASS III DIRECTORS.

ABOUT THE BOARD

A – Audit Committee                                                                          c - Chairperson

C – Compensation Committee    

N&CG – Nominating and Corporate Governance Committee

Tech - Technology and Information Security Committee

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The below table summarizes the core competencies that our directors bring to the board. More detailed information on each of the director’s experience, qualifications, attributes and skills is more thoroughly described in the biographies following this table. Huron is currently in the process of determining the appropriate standard for ESG expertise and it is our intention to include this line item in our proxy statement next year.

Skills Matrix

Board of Directors Snapshot ⁽¹⁾

(1) Data as of 03/16/2022 and includes Mr. Roth.        

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The below table reflects the board diversity matrix in accordance with Nasdaq Listing Rule 5605(f)(4),

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Presented below is information regarding the directors of the Company.

NOMINEES TO BOARD OF DIRECTORS

Professional Experience

Mr. McCartney joined the executive management team of US Robotics in March 1984 as Vice President and Chief Financial Officer. At US Robotics, he served in various executive capacities, including as Executive Vice President, International, until serving as President and Chief Operating Officer from January 1996 until its merger with 3Com Corporation in June 1997. From June 1997 to March 1998, Mr. McCartney held the position of President of 3Com Corporation’s Client Access Unit.

Board Service

Mr. McCartney has served on the board of Datatec Limited, a publicly traded networking technology and services company since 2007, where he currently is a member of its nominations committee. Mr. McCartney also serves as a director of EQT, Corp., a natural gas exploration and production company and as a member of its public policy and corporate responsibility, and corporate governance committees. During the last five years, Mr. McCartney previously served on the boards of Transco, Inc. a Chicago-based company that provides solutions to customers in the electric utility industry, Westcon Group, Inc., a specialty distributor of networking and communications equipment, Rice Energy Inc., a publicly traded independent natural gas and oil company, and Covance Inc., a publicly traded drug development services company. In addition, Mr. McCartney served as Chairman of the board of trustees of Davidson College from 2004 to 2008.

Education

Mr. McCartney received a B.A. in Philosophy from Davidson College and an M.B.A. from The Wharton School of the University of Pennsylvania.

Individual Contributions

Mr. McCartney has served as chairman and vice chairman of the boards of a number of public and private organizations, including companies with a focus on healthcare and drug development and an institution of higher education. Mr. McCartney, a former Certified Public Accountant, brings to the Huron board, and the audit committee in particular, 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.

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		Ekta Singh-Bushell Director since May 2019 Technology and Information Security Committee (Chair) Compensation Committee (Member) Nominating and Corporate Governance Committee (Member)

Professional Experience

Ms. Singh-Bushell was the Chief Operating Officer, Executive Office at the Federal Reserve Bank of New York from 2016-2017. Prior to that, she spent over 17 years at Ernst & Young (“EY”), where she served in various leadership roles, including Global Coordinating Partner, Americas Innovation & Digital Strategy Leader, Global/Americas Tech Ops Executive, Global Information Security Officer and Northeast Advisory People Leader. During her tenure at EY she led transformations of companies across multiple industries through technological and digital change. Cranfield University nominated her to the 2017 Female FTSE Index: 100 Women to Watch, and in 2013, the Council of Urban Professionals recognized her contributions with a Catalyst Change Agent award.

Board Service

Ms. Singh-Bushell has served on the boards of NET 1 UEPS Technologies, Inc., a publicly traded financial technologies company, since 2018 (currently as Chair of the audit committee and member of the nominating and governance, and social and ethics committees), Designer Brands Inc., a publicly traded footwear and accessories company, since 2018 (currently as a member of the audit and nominating and governance committees), TTEC Holdings, Inc., a publicly traded consumer experience technology and services company, since 2017 (currently as a member of the audit and nominating and governance committees), and as the lead independent director of Datatec Limited, a publicly traded networking technology and services company, since 2018 (currently as a member of the audit, risk & compliance, remunerations and nominations committees). Ms. Singh-Bushell advises SAAS startups and has served as a strategic adviser to MissionOG since 2020 and DecisionGPS, LLC since 2015.

Education

Ms. Singh-Bushell received a Masters in Electrical Engineering & Computer Science from the University of California, Berkeley and a Bachelors of Engineering from the University of Poona, India. In addition, Ms. Singh-Bushell is a licensed Certified Public Accountant and holds advanced international certifications in ESG, corporate governance, information systems security, and audit.

Individual Contributions

Ms. Singh-Bushell’s extensive experience managing and leading a global professional services firm, advising senior executives around the globe, and serving on public company boards from various industries, coupled with her knowledge of technology, finance, and cybersecurity, enables her to bring a broad range of capabilities to the Huron board. She also offers a unique perspective through her diverse global management expertise, age and gender diversity and proven track record working on transformations in the digital and technology space.

6

		Peter K. Markell Director since March 2022

Professional Experience

Mr. Markell served as the Executive Vice President of Administration and Finance, CFO and Treasurer at Mass General Brigham from 1999 until his retirement in March 2021, where his responsibilities included financial oversight of $14 billion in operations with assets of approximately $21 billion, and management within the areas of Corporate Finance, Research Management, Information Systems, Real Estate, Treasury and Human Resources. Prior to his roles as an executive at Mass General Brigham, Mr. Markell was an Audit Partner at Ernst & Young and served as Interim Chief Financial Officer at Massachusetts General Hospital.

Board Service

Mr. Markell has served on the board of Eastern Bank since 2006 where he currently is a member of its audit committee, risk management committee and nominating and corporate governance committee and is currently Chair of the compensation committee. During the last five years, Mr. Markell has served on the Board of Trustees of Boston College, including serving as Chair.

Education

Mr. Markell is a Certified Public Accountant and earned his B.S./B.A. with concentrations in Accounting and Finance from Boston College.

Individual Contributions

Mr. Markell, a Certified Public Accountant, brings to the Huron board, and the audit committee in particular, his prior experience as chief financial officer and chief administrative officer of a large hospital as well as his prior board service to a major U.S. college which will enable him to contribute to Huron’s Healthcare and Education industries. Mr. Markell is based in Boston, where he will be in close proximity to Huron’s Innosight Strategy and Innovation team located in Lexington, Massachusetts.

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DIRECTORS NOT STANDING FOR ELECTION

		James H. Roth Director since November 2009 Chief Executive Officer of Huron Consulting Group Inc. and Huron Consulting Services LLC (July 2009)

Professional Experience

As a founding member of Huron, Mr. Roth guided and grew Huron’s Higher Education consulting practice to a position of preeminence in the industry. He has more than 35 years of consulting experience working with many of the premier research universities and academic medical centers. Under his leadership as CEO, Huron has been named one of Forbes’ Best Management Consulting Firms, one of Forbes’ America’s Best Employers and by Consulting magazine as one of the Best Firms to Work For. He served as President of Huron from March 2011 to February 2019. He also served as Vice President, Health and Education Consulting for the Company from January 2007 until July 2009. Since Huron’s inception in 2002, until he became CEO, Mr. Roth was a managing director and practice leader of the Company’s Higher Education consulting practice, which he grew into one of our largest organically grown practices within the Company.

Board Service

Mr. Roth has served on the boards of Shorelight Holdings LLC, a U.S.-based company focused on partnering with leading nonprofit universities to increase access and retention of international students and boost institutional growth since 2014, and Lurie Children’s Pediatric Anesthesia Associates, a Chicago-based medical group practice, since 2019. During the last five years, Mr. Roth previously served on the board of Keypath Education Holdings, LLC, a leading provider of comprehensive marketing and enrollment management services to colleges and universities and of Aviv REIT, a self-administered real estate investment trust specializing in skilled nursing facilities.

Education

Mr. Roth received a B.A. in Political Science and Economics from Vanderbilt University and an M.B.A. from Southern Methodist University.

Individual Contributions

Through his distinguished career as both 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.

8

		H. Eugene Lockhart Director since December 2006 Audit Committee (Chair) Compensation Committee (Member) Technology and Information Security Committee (Member)

Professional Experience

Since October 2014, Mr. Lockhart has been the founder, Chairman and Managing Partner of MissionOG LLC, a venture capital firm with significant operational and investment experience across the financial services and payments industries. Since July 2020, Mr. Lockhart has served as a Senior Advisor to Blackstone across the firm’s business, with a focus on Blackstone Growth and Blackstone Tactical Opportunities. He also served as Special Adviser at General Atlantic LLC, a leading global growth investment firm, from 2012 to 2019. From 2002 until 2012, Mr. Lockhart was a venture partner at Oak Investment Partners, a venture capital firm. Through these investment firms, Mr. Lockhart has been actively involved in overseeing the management of high growth companies, including NetSpend, Argus Information, Metro Bank PLC, CLIP, DemystData, Factor Trust, Avant, BillDesk, and others. Prior leadership positions include President of Global Retail Bank at Bank of America, President and Chief Executive Officer of MasterCard International, and CEO of Midland Bank plc.

Board Service

Mr. Lockhart has served on the board of Alkami Technology, Inc., a digital banking systems provider, since May 2021. During the last five years, Mr. Lockhart previously served on the boards of Metro Bank PLC, a publicly traded retail bank operating in the U.K.; Community Choice Financial, a neighborhood-based financial services company; and Aaron’s, Inc., a lease-to-own retailer of furnishings, electronics and appliances. Additionally, Mr. Lockhart has previously served on numerous philanthropic boards, including as Chair of the Thomas Jefferson Foundation (Monticello) and as the Chairman of the Darden School Foundation at the University of Virginia.

Education

Mr. Lockhart received a B.S. in Mechanical Engineering from the University of Virginia and an M.B.A. from The Darden Graduate School of Business at the University of Virginia. In addition, Mr. Lockhart is a Certified Public Accountant, licensed in the Commonwealth of Virginia.

Individual Contributions

Mr. Lockhart brings to Huron’s board his considerable experience overseeing and growing companies in which he represents venture capital investors, his experience as chief executive officer of leading corporations, and his service on the boards of companies and foundations in such fields as healthcare, education, pharmaceuticals, and financial services. In addition, as a former executive and chairman of some of the most visible companies in the world, Mr. Lockhart contributes a broad array of contacts to Huron.

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		Hugh E. Sawyer Director since February 2018 Audit Committee (Member) Compensation Committee (Member) Nominating and Corporate Governance Committee (Member)

Professional Experience

Mr. Sawyer served as the President and Chief Executive Officer of Regis Corporation beginning in April 2017, a corporation that owns, franchises and operates beauty salons worldwide. Mr. Sawyer retired from Regis in October 2020. Mr. Sawyer previously served as a managing director at Huron, starting in January 2010, and led the Operational Improvement Service Line for Huron’s Business Advisory Practice. He has more than 35 years of experience leading operational improvements, turnarounds, mergers and acquisitions and strategic transformations for both public and private companies across a diverse group of industries. While at Huron, he served as Interim President and CEO of JHT Holdings, Inc., a provider of specialized transportation and logistics services, from January 2010 to March 2012; as the Chief Administrative Officer of Fisker Automotive Inc. (now known as Fisker Inc.), a manufacturer of hybrid electric vehicles, from January 2013 to March 2013; as Chief Restructuring Officer of Fisker Automotive from March 2013 to October 2013; and as Interim President of Euramax International, Inc., a global manufacturer of building products, from February 2014 to August 2015. Including Regis, he has served as the president or chief executive officer of nine companies, including Wells Fargo Armored Service Corporation, The Cunningham Group, Inc., National Linen Service, Inc., Aegis Communications Group, Inc., Allied Holdings, Inc., and Legendary Holdings, Inc.

Board Service

During the last five years, Mr. Sawyer previously served on the boards of Regis Corporation, JHT Holdings, Inc., Energy Future Competitive Holdings Company LLC and its subsidiary, Texas Competitive Electric Holdings Company LLC, and on the board of managing trustees of the Edison Mission Energy Reorganization Trust.

Education

Mr. Sawyer received a B.A. in English with honors from the University of Florida.

Individual Contributions

Mr. Sawyer has a proven history of providing transformational leadership to companies in a broad range of industries, including consumer retail, utilities, healthcare, transportation and logistics, CRM solutions and telecommunications, automotive, and real estate development. Mr. Sawyer also has an extensive governance background as a board member for numerous businesses with sophisticated constituents facing complex circumstances, and has brought this experience with him to the Huron board.

10

Professional Experience

Since 2001, Ms. Zumwalt has been the Vice President and General Counsel of Stanford University and is in charge of the legal services provided to the University and its affiliated hospitals with combined annual revenues of over $12 billion. Ms. Zumwalt is a member of the University Cabinet and provides governance, legal and strategic advice to the boards of the University, Stanford Health Care, Lucile Packard Children’s Hospital at Stanford, and Stanford Management Company, which manages over $30 billion in assets. Ms. Zumwalt is also a member of the board of overseers for SLAC National Accelerator Laboratory at Stanford, and a director of SUMIT Holding International, LLC, SUMIT Insurance Company Ltd. and PEAC, a holding company and insurance companies providing insurance coverage for the Stanford hospitals and physicians. From 1993 to 2001, Ms. Zumwalt was a partner at Pillsbury Winthrop LLP, where she specialized in complex civil litigation and higher education law, and served as managing partner of the Silicon Valley office and a member of the firm’s governing board. Previously, from 1987 to 1993, Ms. Zumwalt was Senior University Counsel at Stanford, responsible for advising and representing the University in connection with congressional hearings, criminal and civil investigations, negotiations and litigation matters. Prior to joining Stanford in 1987, Ms. Zumwalt worked as litigation counsel for Chevron Chemical Company and as a litigation associate for Pillsbury Winthrop LLP in San Francisco.

Board Service

Ms. Zumwalt currently serves on the board of Exponent, Inc., a publicly traded engineering and scientific consulting company and on the board of the American University of Afghanistan. Ms. Zumwalt previously served on other nonprofit boards in education and legal services.

Education

Ms. Zumwalt received a B.S. in Political Science from Arizona State University and a J.D. from Stanford Law School.

Individual Contributions

Given the many roles she serves in connection with her position as chief legal officer of a university with three affiliated hospitals, Ms. Zumwalt is uniquely qualified to share with the Huron board her experience with navigating the challenges faced by both higher education and healthcare organizations. Ms. Zumwalt also contributes to the Huron board a perspective on the law and governance through her background as a former partner of a well-renowned law firm and her current membership on the boards of corporate and academic organizations.

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DIRECTOR INDEPENDENCE

Our board of directors makes an annual determination regarding the independence of each of our directors. The board also makes this determination for new director nominees. The board of directors has determined that each of Messrs. Lockhart, McCartney, Sawyer and Markell and Ms. Zumwalt and Ms. Singh-Bushell is “independent” as defined in the applicable listing standards of The NASDAQ Stock Market Inc. (“NASDAQ”). In making its determination, the board of directors considered the standards of independence set forth in the NASDAQ Corporate Governance Listing Standards and all relevant facts and circumstances to ascertain whether there was any relationship between a director and the Company that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director or any material relationship with the Company (either directly, or as a partner, stockholder or officer of an organization that has a relationship with the Company). In determining that Ms. Zumwalt is independent, the board of directors conducted a thorough review of payments made by Stanford University, which employs Ms. Zumwalt, to the Company for consulting services provided by the Company. After taking into consideration that revenues from Stanford University comprised 0.07% of Huron’s revenues for the year 2021, 0.08% of Huron’s revenues for the year 2020, and 0.08% of Huron’s revenues for the year 2019, the board of directors determined that this relationship would not interfere with Ms.  Zumwalt’s exercise of independent judgment in carrying out her responsibilities as a director.

CORPORATE GOVERNANCE

BOARD COMPOSITION, LEADERSHIP STRUCTURE AND RISK OVERSIGHT

BOARD COMPOSITION

The Nominating and Corporate Governance Committee, in conjunction with the Chair and the full board, is actively evaluating the future composition of the board in light of the age, tenure and experience of its current members. This multi-year refresh process is intended to ensure that the board has the best mix of knowledge, skills, diversity, industry expertise and business acumen, derived from high quality professional experience, to evaluate and support the Company’s strategy going forward. The Nominating and Corporate Governance Committee believes that its current directors, several of whom have extensive experience leading and managing professional service businesses, provide significant insight into the Company and its operations and provide valuable contributions to the board. The Nominating and Corporate Governance Committee also recognizes the potential benefits of the fresh perspectives that highly qualified new directors might bring to the board as well as the benefits of increased innovation and creativity that is fostered by greater diversity on the board.

On March 16, 2022, we announced that the board elected Mr. Peter Markell as a director of the Company. (See page 7 for Mr. Markell’s biography.) The board believes Mr. Markell’s recent experience as a senior executive of one of the world’s leading academic medical centers and the chair and board member of a highly regarded research university, as well as his prior experience as a partner at a global professional services firm make him uniquely qualified to contribute to the Huron board. Further, his ability to serve as a designated financial expert will bring added strength and depth to the Audit Committee. Additionally, in anticipation of C. Mark Hussey’s new role as Chief Executive Officer effective January 1, 2023, it is the board’s intention to elect him to the board during 2022.

In conjunction with our board refreshment process, the board has considered certain other governance matters which are of concern to some shareholders. The board recognizes that Mr. McCartney and Mr. Lockhart are relatively long-tenured directors, having served 17 years and 15 years on the board, respectively. The Nominating and Governance Committee and the full board have reviewed this matter with specific regard to whether their length of service impacts their independence. It is the full board’s considered judgment that both Mr. McCartney’s and Mr. Lockhart’s independence has not been compromised by their tenure. The board also believes that both directors provide valuable institutional knowledge and significant insight to the Company, garnered through their extensive and relevant experience as active advisors and current board members of other high-growth companies. The board also recognizes that it has added four new directors over the past eight years who provide new perspectives on the firm’s strategy and operations.

As of the date of this proxy, Ms. Ekta Singh-Bushell serves on the boards of five publicly traded companies. The board recognizes that the voting guidelines of certain of our shareholders consider this incidence of board service as “overboarded.” The Nominating and Governance Committee and the full board examined Ms. Singh-

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Bushell’s performance in the context of her commitments when considering her renomination for election. It is the board’s considered opinion that Ms. Singh-Bushell’s performance as a director at Huron has been active and diligent and in no way impeded by other commitments. She brings to the Huron board important expertise in digital and cybersecurity and contributes extensively on all other matters which the board addresses. Moreover, the Committee determined that the knowledge and experience that Ms. Singh-Bushell gains from these additional commitments provide an important dimension to our board, especially in the financial and technology sectors, that are directly relevant to Huron’s growth strategy.

The Nominating and Corporate Governance Committee will continue to consider a variety of factors as it works to enhance the composition of the board, increase diversity, reduce average tenure and ensure structured and orderly board succession through a process of both board member additions and retirements. As a result, during the next several years, the board may occasionally expand or contract as the refresh process is executed. It is the expressed desire of the board that it continue to remain relatively small in number and composed principally of non-executive directors. The Nominating and Governance Committee believes that Mr. Markell possesses an exceptional skill set and will be an outstanding addition to our board. However, the Committee also recognizes that Mr. Markell’s election, while bringing fresh perspectives, does not address our other stated objectives of bringing enhanced age, gender, or racial and/or ethnic diversity to the board. We remain actively engaged in our board refreshment process and expect to add at least one additional director in the coming quarters.

The Nominating and Corporate Governance Committee will consider as director candidates qualified individuals recommended by stockholders through the process described below and, although it has not done so in the past, may consider candidates identified by professional search firms.

BOARD LEADERSHIP

Huron formally separated the roles of chairman of the board and chief executive officer in 2010. Our Non-executive Chairman is John McCartney and our Chief Executive Officer is James H. Roth. As Non-executive Chairman, Mr. McCartney, in consultation with Mr. Roth, develops the agendas for board meetings, determines the appropriate scheduling for board meetings, assesses the quality, quantity and timeliness of information provided from management to the board, assists the Nominating and Corporate Governance Committee in monitoring and implementing our Corporate Governance Guidelines and otherwise takes steps to ensure that the board is acting in the long-term best interests of the Company. Mr. McCartney also chairs executive sessions of the board.

The board has determined that our current board leadership structure is appropriate for the Company, as it believes the separation of powers is beneficial for our organization. The board recognizes that Mr. McCartney has served as Non-executive Chairman since 2010 and, in conjunction with the overall board refreshment process, has discussed whether the election of a new board chair might be in the best interests of the Company. In light of the impending CEO leadership transition (which is discussed on page 20 of this proxy) and after extensive discussion and consultation with Mr. Roth and Mr. Hussey, the board has concluded that it is not in the best interests of the Company to have simultaneous changes in CEO and board leadership. It is the board’s present intention that, subject to his re-election by the shareholders at the upcoming annual meeting, Mr. McCartney will continue to serve as Non-executive Chairman for some period after Mr. Hussey becomes CEO but will step down as Non-executive Chairman prior to the expiration of his upcoming term in May 2025. In addition, effective at the 2022 annual meeting, Ms. Ekta Singh-Bushell will replace Mr. McCartney as chair of the Nominating and Governance Committee.

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RISK OVERSIGHT

One of the board’s responsibilities is to review the adequacy of the Company’s systems for compliance with all applicable laws and regulations, for safeguarding the Company’s assets and for managing the major risks it faces. The board executes its responsibility for risk management directly and through its committees in a variety of ways, including the following:

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BOARD MEETINGS AND COMMITTEES

The board of directors conducts its business through meetings of the full board, actions taken by written consent in lieu of meetings, and by the actions of its committees. During 2021, the board of directors held eleven meetings.

During 2021, each board member attended at least 75% of the aggregate number of board meetings and meetings of all the committees on which the director served. In addition, the Huron board standard practice is for all members of the board to attend each committee meeting, whether or not they serve on that committee, and for which only the committee members receive an attendance fee. Although the Company does not have a formal policy regarding director attendance at our annual meetings, we encourage directors to attend. All of the directors attended the 2021 Annual Meeting of Stockholders.

The board of directors operates in part through its four committees: Audit, Compensation, Nominating and Corporate Governance and Technology and Information Security. All committee members are “independent” as defined in the applicable listing standards of NASDAQ. In addition, all Compensation Committee members are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”) and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). All Audit Committee members meet the criteria for independence set forth in SEC Rule 10A-3(b)(1). A detailed discussion of each committee’s mission, composition and responsibilities is contained within the committee charters available in the Investor Relations section of the Company’s website at www.huronconsultinggroup.com.

Audit Committee

The Audit Committee responsibilities include overseeing our accounting and financial reporting processes, the audits of our financial statements, and the Company’s internal controls over financial reporting. The Audit Committee is also responsible for the appointment, compensation, retention, oversight and evaluation of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing audit, review or attest services for us. As such, the Audit Committee approves audit and permitted non-audit services and applicable fees. The Audit Committee met seven times in 2021. The members of the Audit Committee are Messrs. Lockhart (Chair), McCartney and Sawyer. The board of directors has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. The board of directors has also determined that each of Messrs. Lockhart, McCartney and Sawyer is an “audit committee financial expert,” as defined by the applicable securities regulations, and that each member of the Audit Committee satisfies the applicable NASDAQ listing standards for audit committee membership. It is the intention of the board to appoint Mr. Markell to the Audit Committee prior to the Annual Meeting.

The Report of the Audit Committee for the fiscal year ended December 31, 2021 appears below under the caption “PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—Report of the Audit Committee.”

Compensation Committee

Pursuant to its charter, the Compensation Committee responsibilities include overseeing our compensation and benefit plans, including all compensation arrangements for executive officers and directors, each of which the Compensation Committee reviews annually and makes changes as it deems appropriate. The Compensation Committee met seven times in 2021. The members of the Compensation Committee are Ms. Zumwalt (Chair), Mr. Lockhart, Mr. Sawyer and Ms. Singh-Bushell.

Management assists the Compensation Committee in the performance of its duties as described in more detail below under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Role of Management.” In addition, during 2021, the CEO participated in all of the Compensation Committee’s meetings and in all of the executive sessions, except for those in which the Compensation Committee considered the CEO’s performance, compensation and incentives. The Compensation Committee engaged the firm of Pay Governance LLC as its outside compensation advisor to assist the Compensation Committee in the execution of its charter. The support provided by the advisor is described in more detail below under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Role of Compensation Advisor.” The Report of the Compensation Committee on Executive Compensation appears below under the caption “EXECUTIVE COMPENSATION—Compensation Committee Report.”

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee responsibilities include identifying and recommending to the board of directors appropriate director nominee candidates and providing oversight with respect to corporate governance and corporate social responsibility matters. The Nominating and Corporate Governance Committee met four times in 2021.

The members of the Nominating and Corporate Governance Committee are Mr. McCartney (Chair), Ms. Zumwalt, Ms. Singh-Bushell and Mr. Sawyer.

Directors may be nominated by the board of directors or by stockholders in accordance with the bylaws of the Company. The Nominating and Corporate Governance Committee will review all candidates for nomination to the board of directors, including those proposed by stockholders as provided below. The Nominating and Corporate Governance Committee reviews the person’s judgment, experience, independence, understanding of the Company’s business or other related industries, and such other factors as the Nominating and Corporate Governance Committee determines are relevant in light of the needs of the board of directors and the Company. The Nominating and Corporate Governance Committee selects qualified candidates and reviews its recommendations with the board of directors, which will decide whether to invite the candidate to be a nominee for election to the board of directors.

For a stockholder to submit a candidate for consideration by the Nominating and Corporate Governance Committee, a stockholder must notify the Company’s Corporate Secretary. In addition, the Company’s bylaws permit stockholders to nominate directors at a stockholders’ meeting. To make a director nomination at the annual meeting, a stockholder must notify the Company’s Corporate Secretary within the time periods specified under “SUBMISSION OF STOCKHOLDER PROPOSALS” below. Notices should be sent to: Corporate Secretary, Huron Consulting Group Inc., 550 West Van Buren Street, 17th Floor, Chicago, Illinois 60607, or corporatesecretary@hcg.com. In either case, the notice must meet all of the requirements contained in the bylaws.

Technology and Information Security Committee

The Technology and Information Security Committee responsibilities include reviewing the Company’s technology-related strategies and significant technology-related initiatives and operations, overseeing major technology-related risks, including information security, data protection and cybersecurity, and monitoring and evaluating existing and future trends in technology that may affect the Company’s strategic plan. The Technology and Information Security Committee met five times in 2021.

The members of the Technology and Information Security Committee are Ms. Singh-Bushell (Chair), Mr. Lockhart and Ms. Zumwalt. The committee members have significant knowledge and experience in technology and information security related strategies, operations, risk management and governance through their extensive professional experience and board service. The committee members also draw upon the skills and insight of the full board and regularly liaise with the Company’s Chief Information Officer. It is the intention of the board to appoint Mr. Markell to the Technology and Information Security Committee prior to the Annual Meeting.

DIRECTOR RESIGNATION POLICY

The Company’s Corporate Governance Guidelines provide that in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than “for” his or her election shall promptly tender his or her resignation to the board of directors following certification of the election results, subject to acceptance by the board of directors. For purposes of this policy, (i) an “uncontested” election is one in which the number of persons properly nominated for election as directors as of the date that is ten (10) days before the record date for determining stockholders entitled to notice of or to vote at such meeting is not greater than the number of directors to be elected, and (ii) broker non-votes will not be counted as either votes “withheld” from or “for” such person’s election.

The Nominating and Corporate Governance Committee shall make a recommendation to the board of directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The board of directors shall determine whether to accept or reject the tendered resignation, or whether other action should be taken, in its sole discretion, and publicly disclose its decision regarding the tendered resignation

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within ninety (90) days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation and the board of directors in making its decision may each consider any factors or other information that they consider appropriate and relevant.

If any director’s resignation is not accepted by the board of directors, such director shall continue to serve until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal. If a director’s resignation is accepted by the board of directors pursuant to this policy, then the board of directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 2 of Article III of the bylaws of the Company or may decrease the size of the board of directors pursuant to Section 1 of Article III of the bylaws of the Company.

DIVERSITY OF BOARD SKILLS AND EXPERIENCE

The Nominating and Corporate Governance Committee, in discussing board composition, has focused on diversity of experience and perspectives in relation to guiding and overseeing the development of the business. Consistent with the Company’s longstanding focus on diversity and inclusion, the committee believes it should reflect over time a diversity of gender, race, ethnicity and age. Although Huron does not have a formal policy on board member diversity and the committee follows no strict criteria when making decisions, the committee believes that considering diversity is aligned with the board’s objective of enhancing composition to most effectively evaluate and support the Company’s strategy going forward. In addition to the considerations mentioned above under the “Nominating and Corporate Governance Committee” section, the Nominating and Corporate Governance Committee seeks candidates with prior management experience, experience on public company boards and in relevant industries and the candidate’s ability to bring diversity to the board, which includes diverse viewpoints and perspectives.

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. Mr. Roth receives no compensation for his service on the board.

The director compensation program is comprised of the following elements:

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Directors are eligible to participate in our deferred compensation plan, which is described under the caption “EXECUTIVE COMPENSATION—2021 Nonqualified Deferred Compensation.” One director participated from 2013 through 2018, and a second director elected to participate beginning in 2015.

DIRECTOR COMPENSATION TABLE

The following table summarizes the fees paid and the aggregate grant date fair value of shares granted to each of the non-employee directors in 2021. Directors who are also officers or employees of the Company receive no compensation for duties performed as a director.

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EXECUTIVE OFFICERS

The Company’s executive officers are as follows:

James H. Roth’s biographical information is provided above under the caption “Directors Not Standing for Election.”

senior finance, accounting and investor relations positions at entities such as EZLinks Golf, Inc., Dominick’s Finer Foods, Inc., and the Quaker Oats Company. Mr. Hussey received a B.S. in Accountancy from the University of Illinois, Urbana-Champaign and an M.B.A. in Finance from the University of Chicago Graduate School of Business. He holds professional designations as a Chartered Financial Analyst, Certified Management Accountant, and Certified Public Accountant.

Deloitte & Touche’s Assurance and Advisory Services group, most recently as a Senior Manager. He received both a B.S. and M.S. in Accounting from the University of Notre Dame. Mr. Kelly is a Certified Public Accountant (Illinois). Commencing in February 2020, Mr. Kelly was appointed as a member of the Board of Directors of Shorelight Holdings LLC.

years at Katten Muchin Rosenman LLP from 1998-2004 including as a partner from 2001-2004 in the firm’s securities and M&A practices. He received his J.D. from the University of Michigan Law School and received his A.B. in economics from Dartmouth College. He is a member of The Executive Leadership Council and The Economic Club of Chicago. Commencing in February 2021, Mr. Torain was appointed as a member of the Board of Directors of Chicago Humanities Festival.

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2023 CEO TRANSITION

On March 21, 2022, the Company announced that the board of directors implemented a leadership transition plan, appointing Mr. Hussey as chief executive officer effective January 1, 2023, following the retirement of Mr. Roth from the role after a distinguished 20-year career with Huron, including having served 13 years as chief executive officer.

The board recognizes that the development of management succession plans and the oversight of the execution of those plans once enacted is one of its primary responsibilities. As such, the board has consistently addressed management succession as part of its regular processes. These actions have included developing emergency succession plans, identifying potential senior leadership succession candidates, assessing such candidates’ readiness to assume greater responsibilities, and identifying developmental opportunities for potential candidates. Examples of the output of these actions include the promotion of Mr. Hussey to president in 2019 and chief operating officer in 2017 and the promotion of Mr. Kelly to chief financial officer in 2017.

In 2020, the board advanced its assessment of potential successors for the CEO position, including considering an external search, which, after deliberate discussion, was ultimately rejected.

The board long considered Mr. Hussey an extremely strong candidate for the CEO position given his significant leadership skills and deep knowledge of the company’s operations, personnel, investors and clients, developed during his management of the day-to-day operations and finances of the business in his various roles at Huron. At numerous meetings during 2021, the board discussed Mr. Hussey’s readiness to assume the role and the expected positive reaction from the managing directors and broader Huron team to his potential appointment. At the completion of these discussions, it was the board’s unanimous opinion that Mr. Hussey should succeed Mr. Roth when the latter chose to step aside.

On March 21, 2022, the Company announced the board’s execution of its leadership transition plan and appointed Mr. Hussey to become chief executive officer, effective January 1, 2023, following Mr. Roth’s retirement from the role. In anticipation of his new role as Chief Executive Officer effective January 1, 2023, it is also the board’s intention to elect Mr. Hussey to the board during 2022. The board has complete confidence in Mr. Hussey’s ability to lead the company forward to achieve it strategic objectives.

One of the key attributes of Huron’s long-term success and client-focused culture is an active presence in the marketplace. Our managing directors regularly address the issues and challenges of our clients and actively identify new business opportunities with current and potential clients. Throughout his career, Mr. Roth has been and remains extremely active with Huron’s clients, especially in the higher education and healthcare industries. He is a highly regarded thought leader and trusted advisor to the senior leadership at some of the world’s most renowned organizations. The board, Mr. Hussey and Mr. Roth all believe that Mr. Roth can and should make significant contributions to Huron’s success through continued client service, and Mr. Roth is eager to do so. Therefore, it is the board’s intention, effective January 1, 2023, to elect Mr. Roth, Vice Chairman, Client Services, a non-executive position focused on serving clients across industries and enhancing Huron’s market presence, among other activities.

DELINQUENT SECTION 16(a) REPORTS

Pursuant to Section 16(a) of the 1934 Act, the Company’s directors, executive officers and persons who beneficially own 10% or more of our common stock (the “Section 16 Reporting Persons”) are required to report their initial ownership of common stock and subsequent changes in that ownership to the SEC. Section 16 Reporting Persons are required to furnish the Company with copies of all Section 16(a) forms that they file. Based upon our review of forms filed by the Section 16 Reporting Persons pursuant to the 1934 Act, we identified one late filing in 2021 by James H. Roth, the Company’s Chief Executive Officer and member of the Board of Directors of Huron.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, certain information regarding the beneficial ownership of our common stock by:

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Beneficial ownership is determined according to the rules of the Securities and Exchange Commission (the “SEC”) and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security and includes options that are currently exercisable or exercisable within 60 days as of the record date. Each director, officer or 5% or more stockholder, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated, beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply.

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CORPORATE SOCIAL RESPONSIBILITY

At Huron, we believe we all have a role to play in shaping a brighter and more sustainable future for our clients, our people, our communities and our shareholders. As we continue to evolve our programs and initiatives to support a more sustainable future, we have focused our efforts on the United Nations Sustainable Development Goals (“SDGs”), and particularly five goals that are integrally aligned with our values-driven culture and the work we do for our clients each day: good health and well-being, quality education, gender equality, decent work and economic growth, and climate action. Below are the highlights of how we took action to advance those SDGs in 2021 and contribute to a more equitable and sustainable society.

Investing In and Supporting Our People

As a values-led and people-focused organization, we have always been committed to investing in our people and fostering a diverse and inclusive culture.

At Huron, we regularly look for ways to grow our business and better support and invest in our people, which has enabled us to achieve an employee engagement score of 77%, which is above the Glint Employee Engagement global benchmark of 74%. We are committed to supporting development at all levels and empowering employees to unlock their potential. In 2021, our internal certified coaching professional devoted more than 500 hours to executive coaching, which focuses on the development of leadership skills to create positive change, manage complexity and build high-performing teams. We also launched a sponsorship program for talent in underrepresented groups across the company to drive continued growth for the organization, develop our people, foster our culture and enhance the diversity of Huron’s leadership. We are encouraged by the positive results we have experienced with this program and similar programs in building a strong pipeline for future leaders.

At Huron, we focus on building leaders of the future. We know that leadership is a learned skill, and we offer leadership development opportunities that anchor to our leadership principles, which were established in 2021.

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We believe that demonstrating leadership is a living expression of our culture and growth aspiration and a critical component to enable our future success.

Advancing Our Commitment to Diversity, Equity and Inclusion

Fundamental to our values is a workplace that fosters diversity and inclusion. In 2021, for the eighth year in a row, we were recognized by the Human Rights Campaign Foundation for receiving a perfect score of 100 on the Corporate Equality Index and the designation as a Best Firm to Work for LGBTQ Equality. And, for the eleventh year in a row, Consulting magazine named Huron a ‘Best Firm to Work For,’ recognizing our strong commitment to our people, our values, our clients and the communities we serve. Our Global Diversity and Inclusion Council, which was founded in 2011, along with our 10 employee resource groups known as iMatter teams, hosted more than 130 events aimed at raising awareness on important issues, building a sense of community within Huron and celebrating what makes our colleagues unique. One such event was hosted by leaders from our Asian American iMatter team and our executive leadership team for a passionate and candid conversation on racism and equality.

To further our long-standing commitment to diversity, equity and inclusion, in 2021, Huron’s chief executive officer signed the CEO Action for Diversity & Inclusion^TM Pledge to take action to advance diversity and inclusion within the workplace. We also made progress on our diversity and inclusion action plan. Through our action plan, we continued to foster an inclusive culture by advancing diverse representation across all levels of the organization, expanding our community outreach and support, performing pay equity studies, and strengthening our vendor processes so that they are aligned to our values.

Making an Impact in the Global Communities We Serve

Huron has a longstanding tradition of supporting the communities where we live and work. Our service-oriented culture is rooted in our values and leadership principles – connecting our people with a sense of purpose and a passion to give back. The actions we took in 2021 furthered our priority SDGs, which reflect our commitment to our people, our collaboration with our clients—which include hundreds of mission-driven organizations, and our support for our communities.

We participated in various service events to promote good health and well-being with the American Heart Association, the Boys & Girls Club of Chicago and Movember Business Club. In furtherance of our belief that we all have a role to play in ensuring everyone can live a healthy life, more than 80 leaders from across the organization, including Huron’s executive leadership team, volunteered to get doused in slime which raised over $124,000 for St. Jude Children’s Research Hospital to support cancer research. We sponsored events in support of gender equality with TechGirlz, a nonprofit organization focused on inspiring middle school girls to explore the possibilities of technology to empower their future careers. We also established the Dawn Gideon-Huron Consulting Scholarship which is awarded to women who self-identify as Black/African American, Latinx/Hispanic or Native American who have demonstrated a commitment to health equity and who are pursuing a masters level degree in healthcare administration or business administration. We also worked to improve access to quality education, skill-building and lifelong learning. Motivated by our passion for education as an engine for economic and community growth, we launched the Huron social alliance program to help address the need for broader educational access and support resource constrained institutions as they prepare students to thrive in the fast-evolving workforce.

Taking Action for a Sustainable Future

At Huron, we are focused on protecting and preserving our planet for future generations. We recognize that addressing climate change now is critical to our future and that we all play an important role in helping to combat the climate crisis.

Our environmental sustainability strategy is focused on the areas where we have an opportunity to make an impact and aligned to business risks. As a professional services firm, we do not manufacture or distribute products or generate hazardous waste. To better understand our impact across our business, we began gathering our greenhouse gas emissions (GHG) data in 2021. Carbon emissions from business travel, which is a necessary part of our operations, is an area that provides an opportunity to reduce our environmental impact. Along with business travel, our local offices also contribute to greenhouse gas emissions, and we have begun to take measures to decrease our “footprint” thereby reducing the energy consumption needed to operate our physical locations. By measuring our greenhouse gas emissions on an annual basis, beginning with our baseline

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calculation for 2019, we are better able to identify our impact on the environment and where and how we should prioritize opportunities to lessen that impact. We are committed to measuring and disclosing our greenhouse gas emissions and to setting goals to help us positively impact the environment.

Managing Responsibly

Our Code of Business Conduct and Ethics (the “Code”) highlights our ethical way of doing business and sets the expectation for all employees and our directors to comply with the laws, rules and regulations that apply to our business and abide by the highest standards of business conduct. The Code is supplemented by other policies that address specific issues in more detail, such as our Insider Trading Policy, Discrimination and Harassment Policy and Global Information Security Policy. We expect our vendors, contractors, and third-party representatives to adhere to similar standards when dealing with our clients and representing Huron to the public.

In addition, Huron prohibits the use of Company funds, assets, services, or facilities on behalf of a political party or candidate and the Company does not reimburse employees for any personal contributions the employee makes to a political party or candidate.

To learn more about our environmental, social and governance efforts, please visit our website at: https://ir.huronconsultinggroup.com to read our annual Environmental, Social and Governance (ESG) report. The ESG report also provides more quantitative and qualitative measurements in the Sustainability Accounting Standards Board (SASB) addendum and in the EEO-1 report. The report mentioned above, or any other information from the Huron website, are not part of, or incorporated by reference into this Proxy Statement.

STOCKHOLDER COMMUNICATIONS POLICY

The Company’s board of directors has established a process for stockholders to send communications to the board of directors. Stockholders may communicate with any member of the board of directors, including the chairperson of any committee, an entire committee or the independent directors or all directors as a group, by sending written communications to:

Corporate Secretary

Huron Consulting Group Inc.

550 West Van Buren Street

17th Floor

Chicago, Illinois 60607

E-mail messages should be sent to corporatesecretary@hcg.com.

A stockholder must include his or her name and address in any such written or e-mail communication. The communication must indicate that the sender is a Company stockholder.

Each communication intended for the board of directors and received by the Corporate Secretary that is related to the operation of the Company and is not otherwise commercial in nature will be forwarded to the specified party following its clearance through normal security procedures. If the communication is mailed as personal, it will not be opened, but rather will be forwarded unopened to the intended recipient.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation program with respect to the compensation of persons who appear in the Summary Compensation Table (who we refer to collectively throughout this Proxy Statement as our “named executive officers” or “NEOs”).

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To further our commitment to climate action, in 2021, we began gathering our greenhouse gas emissions data and engaged a third party consultancy focused on ESG matters, to estimate our environmental impact. By measuring our GHG emissions on an annual basis, we are better able to prioritize opportunities to lessen that impact and incorporate sustainable practices into our operations.

For additional information on our commitment to a more sustainable future, refer to our annual Environmental, Social and Governance report which is available on our investor relations website located at https://ir.huronconsultinggroup.com. Please note that information contained on our website is not incorporated by reference in this Proxy Statement or considered to be part of this document.

Realizable Pay

Our executive compensation program is directly aligned with shareholder value. This alignment is clearly evident when comparing the target pay to the realizable pay of our NEOs. The graph below illustrates the target compensation opportunity provided to Mr. Roth from 2017-2021, the compensation he has earned, and the equity compensation he still has the potential to earn from awards earned from 2017-2021. The realizable compensation values are compared with our total shareholder return (TSR) performance over the same period.

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Realizable pay includes salary, actual annual incentive earned, and equity incentives earned or remaining eligible to be earned, valued at the December 31, 2021 share price. The LTI grants in 2018, 2019 and 2020 are only eligible to be earned if the Company achieves rigorous predetermined Adjusted Diluted EPS and Revenue Growth goals over a cumulative three-year performance period. The 2021 LTI award retained a three-year cumulative performance cycle but will set annual goals for both Adjusted Diluted EPS and Revenue Growth at the beginning of each year in the performance cycle. The final payout of the 2021 LTI award will be determined at the end of the full three-year period and incorporate our performance against a predetermined cumulative three-year Revenue Growth goal. 2020 and 2021 at-risk LTI is eligible to be earned after the completion of the 2020-2022 and 2021-2023 performance cycles, respectively, based on actual results. The value of all LTI awards will depend on the portion, if any, earned and the share price at that time.

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Huron’s executive compensation program is structured to align executive pay with Company performance. We strive to provide compensation to motivate and reward performance that is in the long-term best interests of our shareholders. We define performance as a blend of:

Shareholder Outreach

We engage in proactive outreach efforts with our shareholders on a regular basis throughout the year. Select members of our board of directors and management team engage with our shareholders to seek their input and perspectives and help increase their understanding of our business, our growth strategy, our executive compensation philosophy and program, and our commitment to corporate governance, environmental and social issues. Throughout 2021, we engaged with shareholders representing a significant percentage of our outstanding shares. These conversations primarily focused on the evolution of Huron’s strategy and the impact of COVID-19; our ongoing refresh process for the board of directors, including how we will continue to foster diversity among board members; and environmental, social and governance topics. We heard no concerns regarding our NEO pay programs, including the 2021 cash retention award discussed further below. Our non-executive Chairman and the chair of the Compensation Committee were available for consultation with our major shareholders. The feedback received through our shareholder outreach efforts is communicated to and considered by the board and, when appropriate, informs our decisions and strategy.

2021 Say on Pay Vote

At the 2021 Annual Meeting, approximately 91% of votes cast were in support of our named executive officers’ compensation. We view these results as overwhelming support of our compensation programs, including their strong alignment between our executives’ pay and shareholder value, and the focused actions the Compensation Committee took in response to the impact of COVID-19 on our business and our people. We will continue to listen carefully to our shareholders and incorporate their feedback into our decisions about executive compensation.

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Targeting of Total Direct Compensation

The Compensation Committee generally targets total direct compensation to be within +/-15% of the median of the Executive Pay Peer Group for our NEOs. In addition to peer group data, the Compensation Committee also reviews survey data for companies with revenues between $500 million and $1 billion from the Radford Global Technology Survey. The Compensation Committee considers Huron’s competition for talent for the NEOs as well as managing directors to be broader than just the peer group companies, including other public and private consulting, strategy and technology organizations. When making compensation determinations, the Compensation Committee also considers the advice of our independent compensation consultant and applies its judgment in incorporating these and other factors.

2021 NEO Compensation Opportunity

The Compensation Committee reviews NEO compensation for comparability and competitiveness on an annual basis. In February 2021, the Compensation Committee approved 2021 compensation levels with no changes from 2020 due to the continued uncertainty and ongoing impact of the COVID-19 pandemic on the business at that time. The elements of 2021 compensation for each NEO are as follows:

In addition, in April 2021, the Compensation Committee approved cash retention awards for each of the NEOs to be paid if the NEO remains employed by Huron over a three-year period through March 1, 2024. For additional detail of these awards, please refer to the “2021 Cash Retention Award” section below.

2021 Annual Incentive

The Compensation Committee approved the continued use of Organic Revenue Growth², Adjusted EBITDA Margin and Strategic Measures as the three elements of the NEOs’ annual incentive program for 2021. The Compensation Committee elected to enhance the Strategic Measures to include Environmental, Social and Governance (ESG) measures and increase the overall weighting of the Strategic Measures to 25% of the total to provide sufficient weighting for the new ESG goals. The Organic Revenue Growth financial measure retained its weighting of 40% and the Adjusted EBITDA Margin financial measure was reduced to a 35% weighting.

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2021 Strategic Measures

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2021 Long-Term Incentive

Given the uncertainty of the recovery of our business from the impact of the COVID-19 pandemic and the Compensation Committee’s desire to provide a competitive earning opportunity aligned with shareholder value, the Compensation Committee elected to make two temporary changes to the NEO long-term incentive program for 2021:

On March 1, 2021, the Compensation Committee awarded our NEOs performance share units and restricted shares under the long-term incentive plan of the following amounts:

2021 Performance on Long-Term Incentive

The Compensation Committee established the following 2021 goals for Adjusted Diluted EPS and Revenue Growth³, each with a 50% weighting, to determine the number of earned shares for the first component of the 2021 long-term incentive. Final payout of the entire 2021 long-term incentive program will be determined at the end of the full three-year period after incorporating our performance against the Compensation Committee-approved three-year Revenue Growth goals. No shares will vest under this program until the conclusion of the full three-year performance period.

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Outstanding Performance Share Grants

There were three outstanding PSU cycles during 2021, those granted in 2019, 2020 and 2021. The actual shares that may be earned is determined based on performance against two predetermined absolute goals: 1) Adjusted Diluted EPS and 2) Revenue Growth. The Adjusted Diluted EPS and Revenue Growth goals for the 2019 and 2020 PSU grants are based on a cumulative three-year performance period. The 2021 PSU grant retained a three-year cumulative performance cycle but will set annual goals for both Adjusted Diluted EPS and Revenue Growth at the beginning of each year in the performance cycle, with the final payout to be determined at the end of the full three-year period and incorporate our performance against a predetermined cumulative three-year Revenue Growth goal.

Performance Unit Awards

Performance units may be earned and settled in shares at the end of a full three-year performance period, depending on the level of performance achieved. The Compensation Committee approves the absolute goals for both Adjusted Diluted EPS and Revenue Growth, including establishing a threshold level below which no performance units will vest. These goals are communicated to the NEOs at the time of grant, but we do not share them publicly until the end of the performance period to prevent us from sharing otherwise material non-public information about our financial forecast.

Restricted Shares

Restricted shares vest ratably over a three-year period, beginning on the first anniversary of the date of grant.

Performance Unit Vesting

The 2019 award of performance units completed its three-year performance cycle as of December 31, 2021. The table below illustrates the structure of the performance units granted in 2019.

As a result of the actual performance achieved, the Compensation Committee approved vesting of 73% of the original target number of performance units.

2021 Cash Retention Award

During the course of 2020, the Compensation Committee spent considerable time discussing the impact of the COVID-19 pandemic on the Company’s business, customers and personnel and the related impact of the pandemic on the Company’s short and long-term compensation programs. After thorough consideration, the Compensation Committee decided not to make any adjustments to the pre-established financial performance metrics, performance periods or any other elements of the outstanding long-term incentive plans in 2020. The decision was based principally on two factors. First, the Compensation Committee was extremely reluctant to change performance targets in the middle of a plan cycle since the Compensation Committee did not believe this to be a good practice and, despite the extraordinary circumstances presented by the pandemic, did not

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exercise discretion to do so. Second, in light of the uncertainty created by the pandemic, the Compensation Committee did not believe it had enough insight into the potential future impact of the pandemic to establish meaningful and sustainable revised performance targets.

While the Compensation Committee did not adjust outstanding long-term incentive awards to address the very negative impact of the pandemic on multi-year performance cycles for the reasons discussed above, the Compensation Committee believed that the Company’s executive officers performed exceptionally in leading the Company during 2020 and that it was critical to implement a three-year retention program to ensure their continued leadership, specifically over the next few years as the challenges presented by the pandemic persist. As a result, in April 2021, the Compensation Committee approved retention awards to each NEO, through which each named executive officer is entitled to a cash payment so long as he remains continuously employed by Huron through the applicable vesting date. The total amount of the cash retention awards that could be earned are as follows: James H. Roth—$2,220,000; Mark Hussey—$1,290,000; John D. Kelly—$615,000; Ernest W. Torain—$240,000. One-third of such amount will be payable on each of March 1, 2022, March 1, 2023 and March 1, 2024 if the NEO remains continuously employed by Huron through such date. The Compensation Committee approved the payment of the awards in cash rather than equity, to align with our ongoing efforts to minimize dilution and manage our burn rate. These cash retention agreements were approved in response to extremely unique circumstances in 2021 stemming from the COVID-19 pandemic, and we do not intend to provide any cash-based retention awards to our NEOs in the future. Throughout 2021, we engaged with shareholders representing a significant percentage of our outstanding shares which included discussions of our NEO pay programs. During our outreach, we heard no concerns regarding our NEO pay programs, including the cash retention award.

2022 NEO Compensation Program

The Compensation Committee and management continue to believe that the NEOs should be critically focused on improving shareholder value through driving the profitable growth of the organization. As such, under the 2022 annual incentive program, the Compensation Committee retained Organic Revenue Growth and Adjusted EBITDA Margin as the primary annual incentive financial metrics, with a combined 75% weighting. The Compensation Committee and management also recognize the importance of the nature by which these financial results are achieved and retained Strategic Measures, including Environmental, Social and Governance (ESG) goals, with a 25% weighting. As in the prior year, 90% of the total annual incentive opportunity is tied to metrics that use predefined quantitative goals and performance assessment.

Additionally, the Compensation Committee elected to return the 2022 long-term incentive program to the design used prior to 2021 due to the positive financial performance in 2021, increased clarity around future performance amidst the COVID-19 pandemic and a preference to use multi-year goals in assessing long-term performance. As such, 70% of the target long-term incentive program value was granted in the form of PSUs and 30% was granted in the form of RSUs. The final payout of the PSUs will be determined at the end of the full three-year period based on performance against predetermined cumulative three-year goals for Adjusted Diluted EPS and Revenue Growth. As in prior years, we cannot disclose these goals at this time due to their material, non-public nature.

For 2022, the Compensation Committee made the following compensation adjustments for Mr. Kelly and Mr. Torain in recognition of their individual performance and contributions as well as part of a multi-year strategy to position their pay closer to market median:

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Competitive Market Data

The Compensation Committee reviews external market data to inform its decisions about NEO target pay opportunities. When determining NEO pay for 2021, the Compensation Committee relied on two market data sets:

In October 2020, the Compensation Committee approved two changes for the 2021 peer group:

The 2021 peer group consisted of the following 13 companies:

The peer companies represent business-to-business service providers in the Research and Consulting Services, Human Resource and Employment Services, Health Care Technology, Health Care Services, or IT Consulting and Other Services industry sectors with:

Survey data represents companies with revenues between $500 million and $1 billion from the Radford Global Technology Survey.

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 shareholder 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 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.

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Role of Compensation Committee

The Compensation Committee 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:

The Compensation Committee acts independently and works closely with our board of directors and the executive management team in making many of its decisions. To support its decision making, the Compensation Committee has retained the services of an independent compensation consultant. The Compensation Committee has the sole authority to amend or terminate the services of its independent consultant.

In 2021, the Compensation Committee was comprised entirely of independent directors.

Role of Management

Our CEO works together with the Chief Human Resources Officer and the Compensation Committee of our board to establish, review and evaluate compensation packages and policies for our executive officers. Our CEO reviews the performance of each named executive officer and makes recommendations to the Compensation Committee based on his review. Our CEO, COO and President, CFO and General Counsel provide input into our strategic goals for future performance periods. The Compensation Committee carefully reviews all information before finalizing incentive goals, as we believe such a process is consistent with good governance. Prior to determining the size of the bonus pool for all employees other than NEOs, management reviews Company and practice-level performance with the board so that the bonus pool and Company profitability balances shareholder returns and retention of employees. Our CEO does not participate in the decisions related to his own compensation.

Role of Compensation Advisor

The Compensation Committee retains an independent advisor to assist in the ongoing assessment of our executive compensation strategy and program. The Compensation Committee’s independent advisor reports directly to the Compensation Committee and serves at its sole discretion and does not perform any services for the Company other than those in connection with its work for the Compensation Committee. Pay Governance serves as the Compensation Committee’s independent advisor.

The Compensation Committee annually assesses whether the independent advisor’s work has raised any conflict of interest. The Compensation Committee has determined, based on its analysis of NASDAQ requirements, that the work of Pay Governance and the individual compensation advisors employed by Pay Governance as compensation consultants to the Company has not created any conflict of interest.

Health and Welfare Benefits

The named executive officers are eligible for the same health and welfare benefits generally available to Huron employees.

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Deferred Compensation Plan

The Company also offers a nonqualified deferred compensation plan (the “DCP”) to all managing directors, corporate vice presidents, named executive officers and non-employee directors. The DCP allows participants to elect to defer up to 75% of their base salary and 100% of their annual cash incentive into a deferred compensation account and to choose from a number of investment alternatives. Non-employee directors may elect to defer up to 100% of their board fees into the DCP. Earnings are credited based on the returns of the investment options selected by the participant. Any amounts contributed may be deferred until a later date or may become payable in connection with a participant’s retirement, death, disability or other separation from service.

Perquisites

Huron did not provide material perquisites that are not provided widely within Huron to any named executive officer in 2021. The Company provides enhanced disability and life insurance benefits to all of its managing directors, corporate vice presidents and executive officers. Named executive officers and practice leaders are also offered reimbursement of the cost of an annual executive physical examination.

Clawback Provisions

The Company’s incentive compensation recoupment policy (commonly referred to as a “clawback policy”) provides for the potential recoupment of bonuses or awards paid to executive officers and such other individuals designated by our non-employee directors under our short-term and long-term incentive compensation plans, where the payout or actual award received was determined based in part on the financial performance of the Company. In the event of a material restatement of our quarterly or annual financial results, our non-employee directors will review all incentive compensation awarded to those individuals covered by the policy based upon the achievement of financial results that were the subject of the restatement. The non-employee directors have the authority to recoup all or a portion of the incentive compensation to the extent that the amount of such compensation would have been lower than the amount actually awarded, granted, paid, earned, deferred or vested based on the achievement of financial results that were subsequently reduced due to such restatement.

Stock Ownership Guidelines and Holding Requirements

The stock ownership guidelines for Huron’s named executive officers and non-employee directors, set forth below, are consistent with peer practices and designed to promote alignment with the interests of stockholders and the Company’s commitment to sound corporate governance.

Until the relevant stock ownership target is achieved, executive officers and non-employee directors are required to retain a number of shares equal to at least 60% of the net after tax proceeds from the exercise of stock options or vesting of restricted stock and performance units. Only shares owned outright count towards ownership requirements. Unexercised stock options and unvested performance units or unvested restricted stock do not count. Each of our NEOs and non-employee directors are in compliance with the terms of our share ownership guidelines, except that, as of the date of this Proxy Statement, Mr. Roth is not in compliance with his ownership requirement as a result of the decrease in the price of our stock during 2021. We anticipate Mr. Roth will be back in compliance with his ownership guideline during 2022.

Hedging and Pledging

The Company has an insider trading policy that prohibits directors, officers, employees and contractors from entering into transactions in publicly traded puts, calls or other derivative securities with respect to Huron’s stock and prohibits any other transaction that “hedges” the ownership in Huron’s stock or holding Company securities in a margin account or pledging Company securities as collateral for a loan.

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Tax Considerations

Section 162(m). Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation paid in excess of $1 million for any fiscal year to a company’s “covered employees”. The Compensation Committee expects in the future to authorize compensation in excess of $1 million to employees that will not be deductible under Section 162(m) when it believes doing so is in the best interests of the Company and its shareholders. The Company considers it important to retain the flexibility to design a compensation program that is in the best long-term interests of the Company and its shareholders, even if certain payments under the program are not deductible under Section 162(m).

Section 280G. Section 280G of the Code disallows a company’s tax deduction for certain payments in connection with a change of control defined as “excess parachute payments,” and Section 4999 of the Code imposes a 20% excise tax on certain persons who receive excess parachute payments. The Senior Management Agreements in effect ensure that any covered payments would be reduced to the extent necessary so that no portion of such payments is subject to the excise tax.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the information contained under the caption “Compensation Discussion and Analysis” and, based on this review and discussion, has recommended to the board of directors that it be included in this Proxy Statement and incorporated by reference into our 2021 Annual Report on Form 10-K.

Debra Zumwalt, Chair

H. Eugene Lockhart

Hugh E. Sawyer

Ekta Singh-Bushell

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2021 SUMMARY COMPENSATION TABLE

2021 All Other Compensation

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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. Roth, 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 2021,

The calculation of the 2021 CEO Pay Ratio used the same median employee as used in 2019 and 2020. As permitted by SEC rules, we used the same median employee that was identified in the preparation of our pay ratio in 2019 because there has been no change in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. In 2019, we identified the median employee by examining the 2019 total compensation for all individuals using the same methodology we use for our NEOs as set forth in the 2019 Summary Compensation Table, excluding our CEO, who were employed by us on December 31, 2019. 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 2019 unless they were designated as temporary or seasonal positions.

In addition, in order to identify our median employee in 2019, we (i) utilized the exemption permitted under Item 402(u) of Regulation S-K to exclude a total of 140 employees from Canada, the United Kingdom, Singapore, and Switzerland (which, in the aggregate, comprised less than 5% of our total employee population as of December 31, 2019), resulting in a net employee population of 3,811 and (ii) adjusted non-U.S. employee pay applying foreign currency exchange rates as of December 31, 2019.

When identifying the median employee for the 2019 Proxy Statement, we included all forms of compensation, including one-time, special and retention awards to identify our median employee. This resulted in identifying a median employee with compensation substantially similar to that of our median employee in the prior year.

We calculated 2021 annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table.

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2021 GRANTS OF PLAN-BASED AWARDS

The following table summarizes the grants of equity awards and annual cash incentive awards for 2021 to each named executive officer.

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2021 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth certain information concerning outstanding stock and option awards as of December 31, 2021 for each named executive officer. Market value is based on the closing price of Huron stock of $49.90 on December 31, 2021, the last trading day of the fiscal year.