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)

1 See Appendix C for the definitions of adjusted EBITDA margin, adjusted diluted earnings per share and free cash flows, and other non-GAAP financial measures

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 (the “Board”). As fellow stockholders, we

are focused on the successful transition of Board leadership, the execution of the Company's strategy and sustaining the

alignment between Huron's management compensation programs and the interests of Huron's stockholders.

Enacting Our Board Leadership Succession Plan

As we previously reported, the Board recognized that Mr. McCartney had capably served as non-executive chairman for a

number of years and, in conjunction with the overall board refreshment process, we considered whether the election of a new

board chair in 2024 might be in the best interests of the Company and its stockholders. In light of the CEO leadership transition

in 2023 and after consultation with Mr. Roth and Mr. Hussey, the Board concluded that it was not in the best interests of the

Company and its stockholders to have simultaneous changes in CEO and Board leadership at that time. As previously

mentioned in the Company’s Notice of Annual Meeting and Proxy Statement for the years ended 2022 and 2023, it was the

Board’s intention that Mr. McCartney would step down as non-executive chairman on or before the Company’s annual meeting

in May 2025. As a result, effective January 1, 2025, Hugh Sawyer was appointed as our non-executive chairman to succeed

Mr. McCartney. Further, the Board reaffirmed its view that Mr. McCartney should continue to serve as an independent director

given his extensive knowledge of the Company and its business.

Mr. Sawyer’s assumption of the role of non-executive chairman reflects the outcome of a carefully considered and thorough

succession process, elements of which occurred over a nine-month period. The transition also reinforces the Company’s

commitment to its periodic board refreshment process to ensure the Board has the range of relevant expertise, skills and

business acumen necessary to evaluate and support the Company’s performance and strategy going forward.

Executing Our Growth Strategy

The Board and management remain focused on targeting superior stockholder returns through the realization of Huron’s

growth strategy, which was most recently shared at our recent investor day. We believe our team’s strong execution of our

growth strategy over the past several years has created a solid foundation for continued growth and margin expansion in 2025.

We note the following highlights from our 2024 financial results:

•Achieved 9% revenues before reimbursable expenses (RBR) growth compared to 2023, which was on top of 20% RBR

growth in 2023 compared to 2022;

•Expanded net income margin and adjusted EBITDA margin 1 by 320 and 120 basis points, respectively, over 2023;

•Increased diluted earnings per share and adjusted diluted earnings per share 1 by 97% and 32%, respectively, compared to

2023;

•Generated record cash flow from operations and free cash flows 1;

•Returned $122 million to stockholders via share repurchases; and

•Achieved annual total stockholder returns of 21%.

See section “Company Overview” of this Proxy Statement for additional information on our growth strategy and 2024

performance highlights.

Aligned Employee Compensation Strategy to Improve and Sustain Stockholder

Value

Our professionals' expertise, skills and experience and our unique company culture are our biggest differentiators, and we will

strategically invest in our workforce to enable the continued success of our growth strategy. In order to attract, engage, reward,

and retain highly qualified employees, particularly our revenue-generating client-facing managing directors and principals, and

align those employees' interests with the Company and stockholders, we believe it is imperative that we continue to grant

equity awards to both current and future employees. As such, we have multiple proposals in this year’s Proxy Statement that

we believe are foundational to the success of our business and that impact not only our named executive officers (NEOs), but

importantly, our revenue-generating managing directors and principals, and our broader global employee population.

First, our NEO compensation. At the 2024 annual meeting, 98% of votes cast were in support of Huron’s NEO 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’s and Board’s stewardship of our people and

pay-for-performance compensation strategies.

Our NEOs’ compensation program is aligned with driving our business strategy and stockholder value creation. The core

tenets of our executive compensation program include: (1) aligning to our business strategy, (2) attracting and retaining

extraordinary employees, (3) paying for superior performance, and (4) upholding strong governance that mitigates risk while

incentivizing long-term value creation. We continue to drive alignment of our NEOs’ interests with stockholders’ by maintaining

a majority of NEO compensation as performance-based and at-risk. To further enhance this alignment, in 2024, we allocated a

greater proportion of our NEOs’ total direct compensation to performance-based equity.

Our Say-on-Pay for 2025 Executive Compensation Proposal is found in Proposal 2 of this Proxy Statement, and our Board

recommends that you vote “FOR” this proposal. We also invite you to review additional information on our compensation

philosophy and decisions in the section titled “Executive Compensation” of this Proxy Statement.

Second, the amendment to Huron’s Amended and Restated 2012 Omnibus Incentive Plan, which requests an increase in the

number of shares available for grant under that plan and is needed to support the continued growth of our business and the

associated growth of our employee population. We believe Huron’s long-term success is enabled by a balanced compensation

program that aligns stockholder success, enterprise objectives, and employee performance. To achieve these goals, long-term

equity plays a critical role in the variable portion of the compensation programs for our NEOs and our revenue-generating

managing directors and principals. We believe that directly linking employee compensation with achievement of superior

performance ultimately fosters a sense of ownership among employees and promotes long-term retention of our leaders. As

an additional insight, on average, 40% of our managing director and principal compensation is at-risk and aligned with

performance; and of that performance-based compensation, 30-50% is provided in equity, depending on level.

Please note that over the last three years, on average, 84% of total shares granted have been issued to our nearly 270

revenue-generating managing directors and principals as part of their variable incentive compensation. These are the client-

facing professionals that drive the growth of our business and facilitate multi-year client relationships. In contrast, over the last

three years, on average, only 12% of total shares granted have been issued to our NEOs as part of their incentive

compensation.

We certainly understand the dilutive impact of equity awards granted and reflect the expense associated with these awards in

our adjusted EBITDA and adjusted diluted earnings per share metrics. Both the Board and management are committed to

thoughtfully managing our equity compensation programs while mitigating risk and dilution for stockholders. In 2024, we

returned $122 millionof capital to stockholders through our share repurchase program, which more than offsets the dilution to

stockholders associated with our compensation program.

We believe that continuing to provide a meaningful portion of our revenue-generating managing director and principal annual

incentive in the form of at-risk equity not only aligns total compensation with superior performance but also motivates

employee commitment to company-wide strategic and financial objectives, which drive stockholder value and serves to

contribute to the future success of our business as we attract, engage and retain the top talent needed to support our ongoing

growth strategy.

Two years ago, at the 2023 annual meeting, we requested an increase in the number of shares available for grant under the

Company’s 2012 Omnibus Incentive Plan, which you approved. We appreciate your continued support for our pay-for-

performance compensation philosophy and the approval of this important proposal which is core to our compensation strategy.

Our Amendment to the Company’s Amended and Restated 2012 Omnibus Incentive Plan Proposal is found in Proposal 3 of

this Proxy Statement, and the Board recommends that you vote “FOR” this proposal. We also invite you to review additional

information about our equity incentive programs in our supplemental proxy materials, which can be found on the investor

relations page of the Huron website.

Third, the amendment to Huron’s Amended and Restated Stock Ownership Participation Program (SOPP), which requests an

increase in the number of shares available for grant under the Company’s employee stock ownership program. We provide the

opportunity for our eligible global employees below the managing director and principal level to participate in our SOPP, which

as of December 31, 2024 included 95% of our employee population. Currently, approximately 20% of our eligible employees

participate in this plan. Through the SOPP, we offer a 25% restricted stock unit match to employees who purchase stock under

the plan. We believe providing an opportunity for employee stock ownership will continue to attract, engage, and retain highly

qualified employees, align those employees’ interests with stockholders’ interests, foster a strong commitment to the

Company’s growth strategy, and provide an opportunity to share in the growth of the Company.

Our Amendment to the Company’s Amended and Restated SOPP is found in Proposal 4 of this Proxy Statement, and the

Board recommends that you vote “FOR” this proposal.

Executing strong governance practices

We have recently amended our “Compensation Clawback Policy” to allow for recovery of additional compensation in the event

current or former covered executives engage in misconduct which causes material and adverse reputational or financial harm

to the Company, among other items. This would include equity or equity-based awards granted to or received by a covered

executive under the Company’s 2012 Omnibus Incentive Plan. This amendment expands the Board’s ability to recoup

compensation in addition to the recovery of compensation required under the Dodd-Frank Wall Street Reform and Consumer

Protection Act of 2010. We believe this amendment is reflective of our strong governance practices and adherence to our

Company values.

As shared in our 2023 and 2024 Proxy Statements, we are in the process of declassifying the Board over a three-year period.

Directors have been and will continue to be elected on an annual basis beginning in 2024 and in each subsequent year such

that all directors will be elected for a one-year term at the 2026 annual stockholders’ meeting. While we believe there were

historical 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 stockholder

empowerment.

In closing, we are pleased to report another year of superior performance and to affirm our commitment to consider and

respond to the perspective of our stockholders.

Respectfully,

Notice of Annual

Meeting of Stockholders

May 9, 2025

The Annual Meeting of Stockholders of Huron Consulting Group Inc. (the “Company,”

"Huron," "we" or "us") will be held on May 9, 2025, at 11:00 a.m. Central Time in a

virtual meeting format via live audio webcast at www.virtualshareholdermeeting.com/

HURN2025, (the "Annual Meeting") for the following purposes:

Only stockholders of record at the close of business on March 10, 2025 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.

Time & DateMay 9, 2025, at 11:00 a.m. Central Time

VotingOnly stockholders of record at the close of business on March 10, 2025 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.

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, or

corporatesecretary@hcg.com.

By Order of the Board of Directors

Hope Katz

Executive Vice President, General Counsel and Corporate Secretary

Chicago, Illinois

March 28, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 9, 2025The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

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