Huron Consulting Group Inc.

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. )

HURON CONSULTING GROUP INC.

(Name of Registrant as Specified In its Charter)

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

550 West Van Buren Street

Chicago, IL 60607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 3, 2024

The Annual Meeting of Stockholders of Huron Consulting Group Inc. (the “Company,” "Huron," "we" or "us") will be held on May 3, 2024, at 11:00 a.m. Central Time in a virtual meeting format via live audio webcast at www.virtualshareholdermeeting.com/HURN2024, (the "Annual Meeting") for the following purposes:

Only stockholders of record at the close of business on March 4, 2024 will be entitled to notice of and to vote at the Annual Meeting.

Your vote is very important, regardless of the number of shares you hold. Whether or not you plan to attend the Annual 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. You will not be able to attend in person. If we do 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.

Stockholders 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 stockholders regardless of their location. During the Annual Meeting, stockholders 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 Annual Meeting to Corporate Secretary, Huron Consulting Group Inc., 550 West Van Buren Street, 17th Floor, Chicago, Illinois 60607, orcorporatesecretary@hcg.com.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to beHeld on May 3, 2024The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

Letter from the Independent Directors of the Board

Dear Fellow Stockholders:

We are writing to you as the independent members of the Huron board of directors. As fellow stockholders, we are focused on the successful execution of the Company's long-term strategy and sustaining the alignment between Huron's management compensation programs and the long-term interests of Huron's stockholders.

EXECUTING OUR LONG-TERM GROWTH STRATEGY

The Board and management remain focused on targeting superior shareholder returns through the realization of Huron’s long-term growth strategy, which was first outlined at our investor day in 2022 and is predicated on accelerating revenue growth and improving profitability. We believe the position we have achieved over the past several years has enabled us to make substantial progress in 2023 and note the following highlights:

•Achieved 20% revenue growth compared to 2022, driven by growth across all three of our operating segments;

•Expanded adjusted EBITDA margins 1 70 basis points over 2022;

•Increased adjusted diluted earnings per share 1 by 43% compared to 2022;

•Returned $124 million to stockholders via share repurchases; and

•Achieved annual total shareholder returns of 42%.

For additional information on our growth strategy and certain additional business results, see the “Executive Compensation” section of this Proxy Statement.

ALIGNED EMPLOYEE PROGRAMS TO DRIVE SHAREHOLDER VALUE

At the 2023 annual meeting, shareholders supported two critical compensation programs. First, 93% of votes cast were in support of the named executive officer compensation. We continue to view this strong support of our compensation programs as a reflection of the deep alignment between our executives’ pay and stockholder value, as well as the Compensation Committee and Board’s stewardship of our people and compensation strategies. Our Say-on-Pay for 2023 Executive Compensation Proposal is found in Proposal 4 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 titled “Executive Compensation” of this Proxy Statement.

Second, at the 2023 annual meeting, we requested an increase in the number of shares available for grant under the Company’s Omnibus Incentive Plan. We appreciate the continued support for our pay-for-performance compensation philosophy and the approval of this important proposal.

Long-term equity is a key component of our compensation programs for our revenue-generating managing directors and principals. We believe that continuing to provide a portion of our revenue-generating managing directors and principals’ annual incentive in equity not only aligns total compensation for the leaders across our business with performance and our companywide strategic and financial objectives to drive shareholder value, but also is critical to the future success of our business as we attract and retain the talent needed to support our growth strategy.

1 In the discussion of the Company’s 2023 performance, the Board of Directors discusses certain of Huron’s results of operations using non-GAAP financial measures, which are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”), Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the subheading “Non-GAAP Measures.” These non-GAAP financial measures include adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted diluted earnings per share. EBITDA is defined as net income before interest, income tax expense and depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted by adding back restructuring and other charges, other gains and losses, transaction-related expenses, unrealized gains and losses on preferred stock investments, and foreign currency transaction gains and losses. Adjusted EBITDA margin is adjusted EBITDA expressed as a percentage of revenues before reimbursable expenses. Adjusted diluted EPS is defined as diluted earnings (loss) per share adjusted by adding back the same items as adjusted EBITDA, excluding foreign currency transaction gains and losses and including amortization of intangible assets, all on a tax effected basis.

Beyond our revenue-generating managing directors and principals, our professionals’ expertise, skills and experience and our unique company culture are our biggest differentiators, and we expect to continue to strategically invest in our workforce to enable the future success of our growth strategy. To continue to attract and retain highly qualified employees and align those employees’ interests with the Company and stockholders, we believe it is critical to provide an opportunity for employee stock ownership.

We are requesting additional shares for our employee Stock Ownership Participation Program, and we ask that you vote in favor of Proposal 3. This plan provides eligible employees below the managing director and principal levels with an opportunity to purchase common stock of the Company through payroll deductions with a company match and, through such ownership, promote alignment with the interests of stockholders of the Company, foster an even stronger commitment to the business objectives of the Company, and further motivate them through the opportunity to share in the growth of the Company.

ESTABLISHED THE FINANCE AND CAPITAL ALLOCATION COMMITTEE

As part of its regular self-assessment process, the Board periodically reviews its committee structure and composition to ensure it is organized in a manner to effectively manage the business and affairs of the Company. Following the 2023 annual meeting, the Board established the Finance and Capital Allocation Committee to provide enhanced attention to capital allocation and management of the Company’s balance sheet in support of our long-term growth strategy. The committee assumed some of the responsibilities previously allocated to the Audit Committee while also providing a forum to focus on capital allocation and shareholder returns beyond the regular discussions on these topics at full Board meetings. For additional information, you may reference the Finance and Capital Allocation Committee’s charter on the investor relations page of the Huron website at www.huronconsultinggroup.com.

ELIMINATING THE CLASSIFIED BOARD STRUCTURE

As shared in our 2023 Proxy Statement, after conversations with stockholders through our outreach program, the Board adopted a program that will declassify the Board over a three-year period with all directors being elected on an annual basis beginning this year and each subsequent year such that all directors will be elected for a one-year term at the 2026 annual shareholders meeting. While we believe there are benefits to the classified board structure for Huron and for professional services firms generally, we recognize that the Board has a responsibility to be responsive to stockholder views, especially regarding governance and shareholder empowerment.

PROPOSAL FOR AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION

The Company is committed to reviewing and adopting corporate governance practices that are in the best interest of both the Company and our stockholders. The Board of Directors has evaluated the Company’s liability protections under Section 102 of the General Corporation Law of the State of Delaware, which allows for the exculpation of directors and certain officers. After discussion and deliberation, the Board is proposing an amendment to the Company's Restated Certificate of Incorporation to extend such liability protections to its officers pursuant to Section 102 of the General Corporation Law of the State of Delaware. Further discussion of this amendment can be found in Proposal 2 of this Proxy Statement, and the Board recommends that you vote "FOR" this proposal.

Respectfully,