One Commerce Square Raouf S. Ghali, JULY 6, 2022 William H. Dengler, Jr., Executive Vice President, Chief Administrative Officer NOMINEES FOR DIRECTOR CONTINUING DIRECTORS — TERM EXPIRING IN CORPORATE GOVERNANCE PROPOSAL Delivery of Documents to Stockholders Sharing an Address Meeting, you do not need to vote again at the Annual Meeting unless you wish to change your vote. Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance by proxy by signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. compensation, and FOR ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022 as the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022 (Proposal 4). receive his or her own separate proxy card. Upon written or oral request, the Company will promptly deliver a separate set of proxy materials to a stockholder at a shared address that only received a single set of proxy materials for this year. If a stockholder would prefer to receive his or her own copy, please contact William H. Dengler, Jr., Corporate Secretary, at the accordance with the foregoing. election, but, if that happens, your proxy will be voted in favor of another person nominated by the Board upon the recommendation of the Governance and Nominating Committee. 45 71 ARNAUD AJDLER has been a director since October 2018. Mr. Ajdler has served as the managing partner for Engine Capital L.P., a value-oriented investment firm, since 2013. Mr. Ajdler, who was a member of RAOUF S. GHALI has been a member of the Board since August 2016 and our Chief Executive Officer since October Corporate Governance Guidelines Act. amended. Governance and Nominating Committee and general background of the individual and a statement as to why the stockholder believes such individual to be an appropriate candidate for the 1 time. B. Renacci. We are asking our stockholders to indicate their support for the compensation of our named executive officers as disclosed in this proxy statement by voting ” Below Threshold Threshold Target Maximum Below Threshold Threshold Target Maximum Raouf S. Ghali Todd E. Weintraub Michael V. Griffin Abdo E. Kardous J. Charles Levergood Paul Evans Marco Martinez Gregory Wolf Below Threshold Threshold Target Maximum Metric EBITDA Sales Growth Key Employee Retention Raouf S. Ghali Michael V. Griffin Paul Evans Marco Martinez (1) Raouf S. Ghali Marco Martinez (4) Michael Griffin J. Charles Levergood Abdo E. Kardous Below Threshold Threshold Target Maximum Raouf S. Ghali, Chief Executive Officer (6) Todd E. Weintraub, Senior Vice President and Chief Operating Officer (7) Michael V. Griffin, Regional President (Americas) Abdo E. Kardous, Regional President (Middle East) J. Charles Levergood, Senior Vice President of Business Development (Americas) Paul Evans, former Interim Chief Executive Officer (8) Marco A. Martinez former Senior Vice President and Interim Chief Financial Officer (9) Gregory Wolf, former Interim Chief Financial Officer (10) Raouf S. Ghali Todd E. Weintraub Michael V. Griffin Abdo E. Kardous J. Charles Levergood Paul Evans Marco Martinez Gregory Wolf Name Raouf S. Ghali Todd E. Weintraub (4) Michael V. Griffin Abdo E. Kardous J. Charles Levergood Paul Evans (5) Marco Martinez Gregory Wolf (6) Name Raouf S. Ghali Todd E. Weintraub Michael V. Griffin Abdo E. Kardous J. Charles Levergood David Sgro (2) Arnaud Ajdler (3) Camille S. Andrews James Chadwick (4) Paul J. Evans (5) Alan S. Fellheimer Charles M. Gillman Brian W. Clymer (6) Steven R. Curts (7) Craig L. Martin (8) Arnaud Ajdler and Engine Capital Management David L. Richter and Richter Capital LLC Irvin E. Richter Ancora Advisors, LLC Crescendo Partners II, L.P., Series M2, Crescendo Investments II, LLC, Crescendo Partners III, L.P., Crescendo Investments III, LLC, Crescendo Advisors II LLC and Eric Rosenfeld NAMED EXECUTIVE OFFICERS AND DIRECTORS: Raouf S. Ghali Todd E. Weintraub Michael V. Griffin Abdo E. Kardous J. Charles Levergood Paul J. Evans David Sgro Alan S. Fellheimer Camille S. Andrews Charles M. Gillman James Chadwick Sue Steele Grant G. McCullagh Marco A. Martinez Gregory Wolf All directors and executive officers as a group (13 persons) Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total Type of Fees (in thousands) Audit Fees (1) Audit — Related Fees (2) All Other Fees and Expense Reimbursements (3) Total Fees Pre-Approval Policy of Audit Services and Permitted Non-Audit Services of Independent Auditors Management of the Company has the primary responsibility for the financial reporting process (including establishing and maintaining adequate internal financial controls), for preparing the consolidated financial statements in accordance with U. S. generally accepted accounting principles, and for the report on the Use these links to rapidly review the document
SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )Filed by the RegistrantýFiled by a Party other than the RegistrantoCheck the appropriate box:oPreliminary Proxy StatementoConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))ýDefinitive Proxy StatementoDefinitive Additional MaterialsoSoliciting Material Pursuant to §240.14a-12HILL INTERNATIONAL, 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 the appropriate box):ýNo fee required.oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1) Amount Previously Paid:(2) Form, Schedule or Registration Statement No.:(3) Filing Party:(4) Date Filed:
2005 Market Street, 17th Floor
Philadelphia, Pennsylvania 19103April 30, 201920192022 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Hill International, Inc. (the "Company"“Company”). The meeting will be held at One Commerce Square, 2005 Market Street, 1st17th Floor, Philadelphia, Pennsylvania on Tuesday, June 11, 2019July 6, 2022 at 11:10:00 a.m. Eastern Time.fourthree directors; (2) approve an amendment of our amended and restated certificate of incorporation, as amended, to declassify the Company’s Board of Directors; (3) provide an advisory vote to approve the Company'sCompany’s named executive officer compensation; (4) ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm; and (3)(5) take action upon any other business as may properly come before the Annual Meeting.affairsbusiness of our Company.
Chief Executive Officer20192022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 2019"Company"“Company”) will hold its 20192022 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) at One Commerce Square, 20012005 Market Street, 1st17th Floor, Philadelphia, Pennsylvania 19103 on Tuesday, June 11, 2019,July 6, 2022, at 11:10:00 a.m. Eastern Time, for the following purposes:fourthree directors of the Company;2.Company'sCompany’s named executive officer compensation;3.April 15, 2019May 23, 2022 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
and Corporate SecretaryApril 30, 2019IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXYMATERIALS FOR OUR ANNUAL MEETING OF STOCKHOLDERS TO BE HELDON JUNE 11, 2019The Proxy Statement and our 2018 Annual Report to stockholders are available atour website at www.hillintl.com, in the "Investors" section.Table of Contents
MATERIALS FOR OUR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JULY 6, 2022 The Proxy Statement and our 2021 Annual Report to stockholders are available at our website at www.hillintl.com, in the “Investors” section. 20192022 PROXY STATEMENT 1 VOTING VOTING 1 3 PROPOSAL 2 — ELECTION OF DIRECTORS 53 — TERM EXPIRING IN 2022 68 2020 78 79 89 23 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 133 3 EXECUTIVE COMPENSATION (IN DOLLARS) 31DIRECTOR COMPENSATION 39PRINCIPAL ACCOUNTANT FEES AND SERVICES 15 AUDIT COMMITTEE REPORT 16 EXECUTIVE COMPENSATION 17 DIRECTOR COMPENSATION 25 4026 PRINCIPAL ACCOUNTING FEES AND SERVICES 43Other Matters 28 AUDIT COMMITTEE REPORT 45Delinquent Section 16(a) Reports 28 Other Matters 46Annual Report 28 Section 16(a) Beneficial Ownership Reporting Compliance 46Annual Report47 4728 29 20192022 Proxy Statement (the "Proxy Statement"“Proxy Statement”) is furnished in connection with the solicitation of proxies by Hill International, Inc. ("Hill"(“Hill” or the "Company"“Company”) on behalf of the Board of Directors (the "Board"“Board”) for the 20192022 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”), to be held on Tuesday, June 11, 2019,July 6, 2022, and at any meeting following adjournment or postponement of the annual meeting. We are first mailing this Proxy Statement and proxy card (including voting instructions) on or about May 2, 2019,[ ], 2022, to persons who were stockholders at the close of business on April 15, 2019,May 23, 2022, the record date for the meeting. Also, this Proxy Statement contains certain information that the Securities and Exchange Commission (the "SEC"“SEC”) and the New York Stock Exchange (the "NYSE"“NYSE”) require Hill to provide annually to stockholders.11:10:00 a.m. Eastern Time on June 11, 2019July 6, 2022 at One Commerce Square, 20012005 Market Street, 1st17th Floor, Philadelphia, Pennsylvania 19103. Stockholders will be admitted beginning at 10:9:30 a.m. Eastern Time. The Board has designated Raouf S. Ghali, and William H. Dengler, Jr., or either of them, to vote the shares represented by proxies at the Annual Meeting in the matter indicated by the proxies. VOTING Company'sCompany’s common stock that you held as of the close of business on April 15, 2019,May 23, 2022, the record date for voting at the Annual Meeting. On April 15, 2019,May 23, 2022, there were 55,659,788[ ] shares of common stock outstanding. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available at the meeting."How“How to Attend the Annual Meeting"Meeting” for further information regarding admission to the Annual Meeting.OurThe Board urges you to use the enclosed proxy card to vote based on its recommendations, including FOR the approval of amendments to our Certificate of Incorporation to declassify the Board, FOR ALL of the nominees for director listed, and FOR the advisory vote to approve the Company'sCompany’s named executive officer compensation.ourthe Board of Directors as stated in this Proxy Statement, specifically for all our nominees for director and for the advisory approval of the Company'sCompany’s named executive officer compensation. If any other matters are properly presented at the Annual Meeting for consideration, then the persons named on your proxy will have discretion to vote for you on those matters. As of the date of the Notice of 20192022 Annual Meeting of Stockholders, we knew of no other matters to be presented at the Annual Meeting."street name"“street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker will˙will not be able to vote your shares with respect to the approval of amendments to our amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”) to declassify the board (Proposal 1), to the election of directors (Proposal 1)2), or the advisory approval of the Company'sCompany’s named executive officer compensation (Proposal 2)3). Brokerage firms do, however, have the authority under applicable rules to vote shares on certain matters when their customers do not provide voting instructions; however, no such matters are to be voted upon at this year's Annual Meeting.as the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022 (Proposal 4). We urge you to instruct your broker or other nominee how to vote your shares by following those instructions."Plan"“Plan”), the enclosed voting instruction form indicates the aggregate number of shares of common stock credited to your account as of April 15, 2019,May 23, 2022, the record date for voting at the Annual Meeting. If you timely submit your voting instructions to the Plan'sPlan’s trustee (the "Trustee"“Trustee”) by following the instructions on the enclosed voting instruction form, your shares will be voted as you have directed. If you do not provide the Trustee with voting instructions, the Trustee will vote your Plan shares in the same proportion as the shares for which the Trustee receives voting instructions from other participants in the Plan. The Trustee must receive your voting instructions no later than June 7, 2019.July 1, 2022. Please note that Plan participants may vote their shares through the Trustee only and accordingly may not vote their Plan shares in person at the Annual Meeting.Directors.Directors. Our Board of Directors has determined that this year'syear’s election will be considered uncontested, so majority voting will apply to the election of directors at the Annual Meeting. Nominees receiving a majority of votes cast "for"“for” their election will be elected as a director; the votes cast "for"“for” a nominee must exceed the votes cast "withheld"“withheld” for such nominee."holdover“holdover director,"” rather than causing a vacancy, until a successor is duly elected or until the director resigns. In addition, if you hold shares of common stock through a broker-dealer, bank nominee, custodian or other securities intermediary, the intermediary will not vote those shares for the election of any nominee for director unless you give the intermediary specific voting instructions on a timely basis directing the intermediary to vote for such nominee. Abstentions and broker non-votes do not constitute a vote "for"“for” or "withheld"“withheld” as to a director.23, 2019.9, 2022. We did not receive any such nominations, and no other nominations for election to our Board may be made by stockholders at the Annual Meeting.Board'sBoard’s director nominees are unable to serve, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of the Board'sBoard’s remaining nominees. As of the date of the Notice of 20192022 Annual Meeting of Stockholders, we knew of no reason why any of the Board'sBoard’s nominees would be unable or for good cause unwilling to serve as a director if elected.2:3: Advisory vote on the approval of the Company'sCompany’s named executive officer compensation.compensation. The votes cast "for"“for” this proposal must exceed the votes cast "against"“against” such proposal for this proposal to pass. In addition, if you hold shares of common stock through a broker-dealer, bank nominee, custodian or other securities intermediary, the intermediary will not vote those shares either "for"“for” or "against"“against” the approval of the Company'sCompany’s named executive officer compensation unless you give the intermediary specific voting instructions on a timely basis directing the intermediary to vote. Abstentions and broker non-votes do not constitute a vote "for"“for” or "against"“against” this proposal and will be disregarded in the calculation of "votes“votes cast."”"non-routine"“non-routine” matters brought to a vote at a stockholders meeting. Under the NYSE rules,Table “non-routine” matters include the approval of Contents"non-routine" matters includeamendments to our Certificate of Incorporation to declassify the Board (Proposal 1), the election of directors (Proposal 1) and2), or the vote, on an advisory basis, on the approval of the Company'sCompany’s named executive officer'sofficer compensation (Proposal 2)3). Under applicable rules, a brokerage firm has the authority to vote shares on certain matters when their customers do not provide voting instructions; however, noinstructions, such matters are to be voted upon at this year' Annual Meeting.2.3. Otherwise, your bank, broker or other nominee will not be able to vote your shares on these "non-routine"“non-routine” matters.20192022 Annual Meeting. A quorum exists if the holders of at least a majority of the shares of common stock entitled to vote are present either in person or by proxy at the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum exists.2020 Stockholder Proposals20202023 Annual Meeting Proxy Statement, stockholder proposals must meet the requirements of SEC Rule 14a-8 and must be received no later than December 31, 2019.April 7, 2023. After such date, any shareholder proposal will20202023 Annual Meeting is held no more than 30 days prior to and no later than 70 days after the anniversary date of our 20192022 Annual Meeting, our Amended and Restated Bylaws currently require that notice of such proposals or nominations for our 20202023 Annual Meeting be received by us during the period from February 12, 2020March 8, 2023 to March 13, 2020.April 7, 2023. Any such notice must satisfy the other requirements in our Amended and Restated Bylaws applicable to such proposals and nominations.Company'sCompany’s principal executive office: One Commerce Square, 2005 Market Street, 17th Floor, Philadelphia, PA 19103; or by email addressed to hil@openboard.info. Similarly, if a stockholder would like to receive his or her own set of the Company'sCompany’s proxy materials in future years or if a stockholder shares an address with another stockholder and both would like to receive only a single set of the Company'sCompany’s proxy materials in future years, please contact Mr. Dengler.Directors'Directors’ recommendations?broker non-votes:Proposal BoardRecommendationVote RequiredAbstentionsBrokerNon-VotesUnmarkedProxy Cards Board
Recommendation Vote Required Abstentions Broker
Non-Votes Unmarked
Proxy Cards
(Proposal One) FOR Majority of shares
outstanding Voted “AGAINST” Voted “AGAINST” Voted “AGAINST”
(Proposal One)Two) FOR
cast No effect No effect Voted "FOR"“FOR”
(Proposal Two)Three) FOR
cast No effect No effect Voted "FOR"“FOR”
(Proposal Four) FOR Majority of votes
cast No effect No effect Voted “FOR” PROPOSAL-1 — APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD
STOCKHOLDERS VOTE “FOR” THIS PROPOSAL. PROPOSAL 12 — ELECTION OF DIRECTORS typically elected each year for a term of three years. This year,As noted in Proposal 1 above, we are seeking stockholder approval to amend our Certificate of Incorporation in order to declassify our Board. If our Stockholders approve Proposal 1, the classified Board seeksstructure would end such that all directors would be up for election on an annual basis beginning at the 2023 Annual Meeting. If Proposal 1 is approved, following the Annual Meeting, we will file a certificate of amendment setting forth the amendment with the Secretary of State of the State of Delaware to rebalanceeffect the classes sodeclassification of the Board and provide for the annual election of directors. Additionally, any director who currently has a term that expires after 2023 has, prior to the classes are more evenly distributed.Four2022 Annual Meeting, tendered contingent resignations from their current terms, conditioned upon the filing of the declassification amendment with the Secretary of State of the State of Delaware.Meeting; three directorsMeeting, each of whom will serve for a one year term expiring at our annual meeting in 2023 if Proposal 1 is approved, and for a three-year term expiring at our annual meeting in 2022 and one director will serve for a one-year term expiring at our annual meeting 2020.2025 if Proposal 1 is not approved. Upon the recommendation of the Governance and Nominating Committee, the Board has nominated David Sgro, Grant G. McCullagh and Sue Steele to serve for terms expiring in 2022 and Paul J. Evans to serve for a term expiring in 2020."for"“for” the election of each of Mr. Sgro, Mr. McCullagh and Ms. Steele and Mr. Evans unless you indicate that your vote should be withheld. If elected, each of Mr. Evans,Sgro, Mr. McCullagh and Ms. Steele and Mr. Sgro will continue in office until his or her successor has been duly elected and qualified, or until the earliest of his or her death, resignation, retirement or removal. Each of Mr. Sgro, Mr. McCullagh and Ms. Steele and Mr. Evans havehas indicated to the Company that they will serve if elected and have consented to be named in this proxy. We do not anticipate that Mr. Sgro, Mr. McCullagh or Ms. Steele and Mr. Evans will be unable to stand for UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR ALL"“FOR ALL” THE ELECTION OF MR. EVANS,SGRO, MR. McCULLAGH AND MS. STEELE AND MR. SGRO AS DIRECTORS. a Senior Managing Director of Crescendo Partners, L.P. and has held various positions at Crescendo Partners since May 2005. He is also a Managing Member and Head of Research for Jamarant Capital, a private investment fund. Mr. Sgro also serves as an officer and the Chairman of Allegro Merger Corp. (NASDAQ:ALGRU). Mr. Sgro has been a director and a former chairman of the audit committee of and Pangaea Logistics Solutions Ltd. (NASDAQ:PANL), since October 2014, and a director and chairman of the audit committee of BSM Technologies Inc., since June 2016. He was previously a director of NextDecade Corporation and Imvescor Restaurant Group Inc., a director, and chairman of the audit committee, of ComDev International, a director, and chairman of the audit committee of SAExploration Holdings, Inc. (NASDAQ:SAEX), a director of Bridgewater Systems, Inc., and a director of Primoris Services Corporation (NASDAQ:PRIM). Mr. Sgro also served as an officer and director of Harmony Merger Corp., from March 2015 until its merger with NextDecade in July 2017; Quartet Merger Corp., from October 2013 until its merger with Pangaea Logistics Solutions Ltd. in October 2014; and as an officer and director of Trio Merger Corp., from March 2011 until its merger with SAExploration Holdings in June 2013. Prior to joiningMr. Sgro was previously Managing Director of Crescendo Partners Mr. SgroL.P. and held analyst positions with Management Planning, Inc. and MPI Securities, Inc. Mr. Sgro is a Chartered Financial Analyst (CFA) Charterholder and holds a B.S. in Finance from The College of New Jersey and an M.B.A. from Columbia Business School. Age: 42sincefrom 2015 anto 2019, and as Executive Vice President of Pernix Group, Inc. since 2014 and as Managing Director of TTWiiN, LLC since 2018. Mr. McCullagh served as a member of the Board of Directors of WSP Global Inc. from May 2011 to May 2015. Mr. McCullagh has served in numerous management roles within the engineering and construction industry including as Chairman and CEO of LTC Corporation from 2012 to 2014, former Chairman and Chief Executive Officer of Global Integrated Business Solutions, LLC from 2005 to 2012, and previously co-founding McClier Corporation and serving as its CEO and Chairman. McClier was acquired by AECOM in 1996, where Mr. McCullagh served as an Executive Vice President and later Vice Chairman until 2004. Mr. McCullagh has a Master of Business Administration from the University of Chicago, a Master of Architecture from the University of Pennsylvania, and a Bachelor of Science in Architecture from the University of Illinois at Champaign-Urbana. Age: 68sincefrom April 2017.2017 to December 2019. From May 2010 to April 2017, Ms. Steele served as Senior Vice President Global Supply Management of Jacobs Engineering Group, Inc. Previously, she worked with several other major engineering and construction firms including CH2MHill as Vice President Operations and BE&K as Vice President-Industrial Services (which is now part of Pernix). Ms. Steele began her career at Florida Power & Light, after receiving her MBA from the University of Miami and BS from Auburn University. Age: 67
69NOMINEE FOR DIRECTOR CONTINUING DIRECTORS — TERM EXPIRING IN 20202023 50. CONTINUING DIRECTORS — TERM EXPIRING IN 20202024 UNLESS PROPOSAL 1 IS APPROVED JAMES CHADWICK has beendirector since October 2018. Mr. Chadwick has served as a Director of Alternative Investments with Ancora Advisors, LLC since 2014. He has served on the board of seven public companies. Prior to joining Ancora, Mr. Chadwick was the Managing Director of the private equity firm Harlingwood Equity Partners, LLC. Before joining Harlingwood, Mr. Chadwick founded and managed two hedge funds, PCI Partners LLC and Monarch Activist Partners LP. Mr. Chadwick earned a BA from the University of California Los Angeles. Age: 45.ALAN S. FELLHEIMER has been a director since June 2006. He has been Chairman of the Philadelphia law firm of Fellheimer & Eichen LLP since January 2006. He was Chairman of the Board of the Pennsylvania Business Bank, a state-chartered bank, from 1998, when he founded the bank, until 2008 when the bank was sold. He also served as the bank's President and Chief Executive Officer from 1998 until 2006. From 1991 to 1998, Mr. Fellheimer was a Partnerterm expiring in the Philadelphia law firm of Fellheimer Eichen Braverman & Kaskey. During 1990, he was a Partner with the Philadelphia law firm of Spector Gadon & Rosen, P.C. From 1985 to 1990, Mr. Fellheimer was Chairman and Chief Executive Officer of Equimark Corp., then a New York Stock Exchange-listed bank holding company. He currently serves as a member of the Board of Trustees and Executive Committee of Gratz College, an emeritus member of the Board of Trustees of the Pennsylvania Ballet, a member of the President's Advisory Board of Temple University and a member of the Dean's Advisory Board of the School of Social Policy & Practice of the University of Pennsylvania. Mr. Fellheimer2024, unless Proposal 1 is a Trustee of the Law Foundation of Temple University and a Past Master, Past High Priest and Trustee of the Grand Lodge of Pennsylvania, AF&AM. Mr. Fellheimer earned his A.B.approved, in liberal arts and his J.D.summa cum laude from Temple University. He is a member of the New Jersey, New York and Pennsylvania bars. Mr. Fellheimer has significant banking expertise and brings to the Company experiencewhich case their term will expire in leadership positions with public and non-public entities. Age: 75.Hill'sthe Board from June 2006 to June 2009, currently sits on the boards of Stewart Information Services Corporation (NYSE:STC) and StarTek, Inc. (NYSE:SRT). He earned a BS in Mechanical Engineering from the Free University of Brussels, Belgium, an MS in Aeronautics from the Massachusetts Institute of Technology (MIT), and an MBA from Harvard Business School. Age: 42.2018 and a member of our board since August 2016.2018. Prior to that, he was our President from August 2016 to October 2018, Chief Operating Officer from January 2015 to October 2018, President of our Project Management Group (International) from January 2005 to January 2015, Senior Vice President in charge of project management operations in Europe, North Africa and the Middle East from 2001 to 2004, and Vice President from 1993 to 2001. Prior to joining us, he worked for Walt Disney Imagineering from 1988 to 1993. Mr. Ghali earned both a B.S. in business administration and economics and an M.S. in business organizational management from the University of LaVerne. Age: 57. CORPORATE GOVERNANCE Company'sCompany’s Amended and Restated Bylaws, the Company'sCompany’s business, property and affairs are managed by or under the direction of the Board of Directors.Board. Members of the Board are kept informed of the Company'sCompany’s business through discussions with the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. We currently have nineseven members serving on ourthe Board.2018,2021, the Board held 2111 meetings and the committees held a total of 2410 meetings. Each director attended more than 75% of the total number of meetings of the Board of Directors and the Board committees of which he or she was a member during the period he or she served as a director in 2018.2021. Although we do not have a policy requiring all directors to attend annual meetings of stockholders, we expect all directors to attend, absent extenuating circumstances. EachAll of our directors attended our 20182021 Annual Meeting of Stockholders.ourthe Board. The Chairman and Chief Executive Officer may be the same person; however, ourthe Board may separate these two positions if it deems it to be in the best interests of our Company and our stockholders to do so. Presently, the Chairman and Chief Executive Officer positions are held by two different individuals.management'smanagement’s risk mitigation strategies and practices. These areas of focus include operational, economic, competitive, financial (including accounting, reporting, credit, liquidity and tax), legal, regulatory, compliance, environmental, political and strategic risks. The full Board (or the appropriate Board committee), in concert with the appropriate management within the Company, reviews management reports to formulate risk identification, risk management and risk mitigation strategies. When a Board committee initially reviews management reports, the Chairman of the relevant Board committee briefs the full Board on the specifics of the matter at the next Board meeting. This process enables the Board to coordinate the risk oversight role, particularly with respect to risks spanning more than one operational area. The Compensation Committee reviews compensation policies to ensure that they do not, among other things, encourage unnecessary or excessive risk-taking.Company'sCompany’s website at www.hillintl.com, in the "Investors"“Investors” section, and are available in print to any stockholder upon request. That section of the website makes available the Company'sCompany’s corporate governance materials, including Board committee charters. Those materials are also available in print to any stockholder upon request.2018,2021, the Board had standing Audit, Compensation, Risk and Governance and Nominating Committees. All members of each committee have been determined by the Board of Directors to be "independent"“independent” under applicable NYSE rules. In addition, the Board has determined that each member of the Audit Committee meets SEC independence requirements which require that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from Hillthe Company or any of its subsidiaries other than their directors'directors’ compensation. The charter of each committee is available on our website at www.hillintl.com, in the "Investors"“Investors” section.James ChadwickPaul Evans (Chair), Alan S. FellheimerGrant McCullagh, James Renacci and Charles M. Gillman.Sue Steele. The Board has determined that each member of the Audit Committee is financially literate. The Board has also determined that James ChadwickPaul Evans possesses accounting or related financial management expertise within the meaning of the NYSE listing standards and qualifies as an "audit“audit committee financial expert,"” as defined by the rules of the SEC.Hillthe Company to its stockholders, the SEC and others, (b) monitoring the Company'sCompany’s financial reporting processes and internal control systems, including the remediation of material weaknesses in internal control, (c) retaining Hill'sthe Company’s independent registered public accounting firm, (d) overseeing the Company'sCompany’s independent registered public accounting firm and internal auditors and (e) monitoring the Company'sCompany’s compliance with its ethics policies and with applicable legal and regulatory requirements. The Audit Committee also reviews and approves any transactions between Hillthe Company and any related parties. During 2018,2021, the Audit Committee met 87 times. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (as amended, the "Exchange Act").Alan S. FellheimerJames Renacci and James Chadwick.Grant McCullagh. Each member of the Compensation Committee is a "non-employee director"“non-employee director” as defined in Rule 16b-3 of the Exchange Act and an "outside director"“outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").Hill'sthe Company’s executive compensation programs. The Compensation Committee reviews and recommends to the Board for approval the compensation arrangements for all of the Company'sCompany’s executive officers. During 2018,2021, the Compensation Committee met 12 times.1 time. The processes of the Compensation Committee are described below in "Compensation Discussion & Analysis."“Executive Compensation.”Camille S. AndrewsSue Steele (Chair), Arnaud Ajdler and Charles M. Gillman.Paul Evans. The Governance and Nominating Committee oversees matters relating to the evaluation and recommendation to the Board of the persons to be nominated for election as directors at any meeting of stockholders, and the persons to be appointed by the Board to fill any vacancy on the Board. In March 2019, the Board adopted a diversity policy which formalized the guiding principles of the Governance and Nominating Committee in its recommendations of candidates to the Board, including seeking a balance in terms of knowledge and competencies of directors as well as seeking candidates for nomination to the Board who represent different genders, ages, cultural communities, geographic areas and other characteristics of the communities in which the Company conducts its business. This policy sets forth an aspirational target that at least 30% of the Board will be composed of women, ethnic minority and racially diverse individuals by June 2021.Company'sCompany’s Amended and Restated Bylaws set forth minimum qualifications for an individual to serve as a director of the Company. These minimum qualifications provide that no person shall qualify for service or serve as a director of the Company: (a) unless such person is in compliance with all applicable laws and regulatory requirements to which the Company'sCompany’s directors may be subject in connection with such person'sperson’s service as a director, (b) if such person has been convicted in, or entered a plea of nolo contendere with respect to, a criminal proceeding involving fraud, misappropriation or other similar charge during the ten years preceding the date of election, or if such person has been found responsible for or admitted responsibility for fraud, misappropriation or other similar charge in any governmental investigation or proceeding or other civil judicial proceeding during the ten years preceding the date of election, or if such person has been found responsible for or admitted responsibility for any material violation of any foreign, federal or state securities law or federal commodities law during the ten years preceding the date of election, (c) if such person has been convicted of, or entered a plea of nolo contendere with respect to, any felony, (d) if such person serves on the board of directors of more than three other public companies, (e) if such person is a director, officer or holder of more than a five percent (5%) equity interest, directly or indirectly, in a business that competes, directly or indirectly, with the Company, (f) if such person has made or makes any contribution or expenditure in connection with the election of any candidate for political office, including any contribution to any committee supporting such a candidate or to a political party, in any jurisdiction which results in theBoard of Directors of Hill.Board. Such recommendation should be provided to Hillthe Company no later than the close of business on the 120th day prior to the one-year anniversary of the date the Company'sCompany’s proxy statement was released to stockholders in connection with the previous year'syear’s annual meeting. During 2018,2021, the Governance and Nominating Committee held two2 meetings.James Chadwick.Grant McCullagh. The Risk Committee oversees matters regarding significant enterprise risks and other risks that may impact the Company'sCompany’s business and stockholder value as well as the processes that the Company uses to surface, understand and mitigate such risks. The Board established the Risk Committee in late 2018 and, during 2018,During 2021, the Risk Committee met two times."for"“for” a director must exceed the number of votes cast "withheld"“withheld” from that director, without counting abstentions or broker non-votes); if a nominee is an incumbent director but is not elected, such director is required to tender his or her resignation to the Board promptly following the date of the certification of the election results. The Nominating and Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board shall act on the tendered resignation, taking into account the Nominating and Governance Committee'sCommittee’s recommendation, and publicly disclose (by press release, filing with the SEC or other manner reasonably calculated to inform stockholders) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. In a contested election, the nominees who receive a plurality of the votes cast (i.e., more votes in favor of their election than other nominees) will be elected directors.Hillthe Company may have engaged in illegal, dishonest or fraudulent activity, or may have violated Hill'sthe Company’s Code of Ethics and Business Conduct. Such persons may report their concerns or other communications including suggestions or comments to the Board in one of the following ways: by mail sent to William H. Dengler, Jr., Corporate Secretary, at the Company'sCompany’s principal executive office: One Commerce Square, 2005 Market Street, 17th Floor, Philadelphia, Pennsylvania 19103; by telephone at (866) 352-2792; or by email addressed to hil@openboard.info. All such communications will be referred to Mr. Dengler who will circulate them to the members of the Board, or in the case of potential violations of the Company’s Code of Ethics and Business Conduct, to the Chairman of the Audit Committee. If the communication is directed to a particular director, Mr. Dengler will forward the communication to that director. The Board does not screen stockholder communications.Hill'sthe Company’s Code of Ethics and Business Conduct (the "Code"“Code”) which is available on our website at www.hillintl.com, in the "Investor Relations"“Investor Relations” section, and is available in print to any stockholder upon request. Any waiver or any implicit waiver from a provision of the Code applicable to Hill'sthe Company’s chief executive officer, chief financial officer, controller, or any amendment to the Code must be approved by the Board. We will disclose on our website amendments to, and, if any are granted, any such waiver of, the Code. Hill'sThe Company’s Audit Committee is responsible for applying the Code to specific situations in which questions are presented to it and has the authority to interpret the Code in any particular situation. If, after investigating any potential breach of the Code reported to it, the Audit Committee determines (by majority decision) that a breach has occurred, it will inform the Board of Directors.Board. Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee and/or the Company'sCompany’s General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities."independent,"“independent,” in compliance with the rules of the NYSE, generally provide that a director is not independent if:person'sperson’s spouse, parents, children, siblings, mothers-andmothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone, other than domestic employees, who shares such person'sperson’s home), is, or has been within the last three years, one of our executive officers;(2)(3)(4)company'scompany’s compensation committee; or(5)company'scompany’s consolidated gross revenues.
of Directors has determined that our current independent directors are Arnaud Ajdler, Camille S. Andrews,David Sgro, Paul J. Evans, Grant G. McCullagh, Sue Steele and James Chadwick, Alan S. Fellheimer, Charles M. Gillman and David Sgro.Charles M. Gillman is subject to an SEC administrative order, dated February 14, 2017 (Securities Exchange Act Release No. 80038), relating to alleged violations of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules promulgated thereunder, including failing to disclose the members of a stockholder group, and further allegations that Mr. Gillman violated Section 16(a) of the Exchange Act and the rules promulgated thereunder, including failing to timely file initial statements of beneficial ownership on Form 3 and changes thereto on Form 4. Without admitting or denying any violations, Mr. Gillman agreed to cease and desist from committing or causing any violations of (i) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder and (ii) Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and paid a $30,000 civil penalty to the SEC. PROPOSAL 23 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION of Directors encourages stockholders to review in detail the description of the compensation program for our named executive officers that is set forth in the section titled "Compensation Discussion and Analysis"“Executive Compensation” below, as well as the information contained in the compensation tables and narrative discussion in this proxy statement. Discussion and Analysis section, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and stockholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined measures of success. A significant portion of our named executive officers'officers’ total direct compensation is directly contingent upon achieving specific short- and longer-term results that are important to our long-term success and ultimately growth in stockholder value. We supplement our pay-for-performance program with a number of compensation policies that are aligned with the long-term interests of the Company and its stockholders."FOR"“FOR” the following resolution:"International'sInternational’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Executive Compensation, Discussion and Analysis, the compensation tables and the narrative discussion in Hill International's 2019International’s 2022 Proxy Statement."of Directors, the Compensation Committee or the Company. The Compensation Committee, however, will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.
OUR STOCKHOLDERS VOTE “FOR” THIS PROPOSAL. PROPOSAL 4 — RATIFICATION OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022
STOCKHOLDERS VOTE "FOR"“FOR” THIS PROPOSAL.EXECUTIVE COMPENSATIONExecutive SummaryOur Compensation Philosophy and Guiding PrinciplesIn support of our business and our long-term success, the Company's compensation program is designed to attract, motivate, reward and retain high-quality executives necessary to continually improve financial performance, achieve profitable growth and enhance stockholder value. To that end, our Compensation Committee (the "Committee") has developed a compensation philosophy designed to reflect the following principles:•There should be a strong link between pay and performance;•The interests of our executives should be aligned with those of our stockholders; and•Compensation programs should reinforce our business strategy, focus the executive team on priorities and ultimately drive growth in stockholder value.Named Executive Officers for 2018•Raouf S. Ghali, Chief Executive Officer;•Todd Weintraub, Senior Vice President and Chief Financial Officer;•Michael V. Griffin, Regional President (Americas);•Abdo E. Kardous, Regional President (Middle East);•J. Charles Levergood, Senior Vice President of Business Development (Americas);•Paul Evans, former Interim Chief Executive Officer;•Marco Martinez, former Senior Vice President and Interim Chief Financial Officer; and•Gregory Wolf, former Interim Chief Financial Officer.Mr. Evans returned to service as a director only upon the appointment of Mr. Ghali as the Company's Chief Executive Officer on October 1, 2018. Terms of Mr. Evans' compensation are set forth in the section titled "Compensation of former Interim Chief Executive Officer." Mr. Martinez is no longer an employee of the Company, effective as of October 17, 2018, and Mr. Wolf served as Interim Chief Financial Officer from October 17, 2018 to November 30, 2018, the date upon which Mr. Weintraub was appointed as the Company's Senior Vice President and Chief Financial Officer.Change in Chief Executive Officer and Chief Financial OfficerEffective October 1, 2018, Mr. Ghali was appointed as the Company's Chief Executive Officer and Mr. Evans returned to his service as a director only. Upon Mr. Ghali's appointment, the Company and Mr. Ghali agreed to terminate his former Employment Agreement and revise his compensation terms. Please see the section entitled "Former Employment Agreement with our Chief Executive Officer."On October 17, 2018, Mr. Martinez notified the Company of his decision to resign, effective on that day, as Senior Vice President and Interim Chief Financial Officer. Effective as of Mr. Martinez's resignation, Gregory Wolf commenced serving as Interim Chief Financial Officer of the Company and served in such capacity until November 30, 2018, the date on which Mr. Weintraub was appointed as the Company's Senior Vice President and Chief Financial Officer.2018 Performance-Based Bonuses (Cash)In 2018, we adopted Annual Incentive Awards for Messrs. Ghali, Griffin, Evans and Martinez that are tied to achieving a balance of metrics aligned with our 2018 financial and strategic priorities: (i) Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") performance; (ii) an increase in sales over 2018 budgeted amounts; and (iii) retention of certain key employees. No bonus payout is made for a metric less than 80% of its respective target.Level Performance
(% of "Target
Performance") Payout
(% of Target
Pay Opportunity) <80% 0% 80% 50% 100% 100% 120% 200% Note: Payouts will be calculated linearly for achieving between 80% and 120% of the Target Performance.For 2018, we set a target EBITDA of $41.6 million, with a threshold of $33.3 million, a target sales amount of $470.2 million, with a threshold of $376.2 million, and a target key employee retention rate of 95%, with a threshold of 90%. The Annual Incentive Awards for Messrs. Ghali, Griffin and Evans are based 45% on EBITDA, 45% on sales and 10% on retention; the Annual Incentive Awards for Mr. Martinez are based 50% on EBITDA and 50% on sales. We fell short of the threshold for each metric. Consistent with our pay-for-performance philosophy, we have determined not to payout the Annual Incentive Awards.Mr. Wolf and Mr. Weintraub were not granted Annual Incentive Award opportunities for 2018.Mr. Levergood was not granted an Annual Incentive Award as he is eligible for a bonus under his employment agreement. Please see the section titled "Employment Agreement with Our Senior Vice President of Business Development (Americas)" for further details on Mr. Levergood's employment agreement.2018 Long-Term Incentive Awards (Equity)The Long-Term Incentive Awards granted to Messrs. Ghali, Martinez, Griffin, Levergood and Kardous in 2018 were comprised of a fixed cash value which would convert into restricted stock units based upon the closing trade price on the date the Company became current on its SEC periodic reporting obligations. These Long-Term Incentive Awards will vest 100% on the third anniversary of their grant and are performance-based, based on a targeted 10% Compound Annual Growth Rate ("CAGR") of a target Earnings Per Share over the vesting period.Level Performance
(CAGR % over
vesting period") Payout
(% of Restricted
Stock Opportunity) <5% 0% 5% 50% 10% 100% 115% 150% Note: Payouts will be calculated linearly for achieving between 5 and 15% CAGR.Please refer to the section titled "Compensation of our former Interim Chief Executive Officer" for information regarding the long-term incentive awards established for Mr. Evans.Mr. Wolf and Mr. Weintraub were not granted long-term incentive awards for 2018.2018 Compensation Governance PracticesWe are committed to executive compensation practices that drive performance and that align the interests of our leadership team with the interests of our stockholders. We have implemented many best practices with respect to the compensation of our NEOs including:1.A significant portion of our executives' target compensation opportunity is related to short- and longer-term performance based upon and tied to pre-established performance goals and the performance of our share price;2.Total direct compensation opportunity for all of our NEOs is targeted at or below the market median;3.Engaged an independent compensation consultant;4."Double-trigger" severance payments for executive officers requiring both a change of control and termination of employment;5.Limited use of employment agreements;6.Shifted the compensation mix for our CEO to reduce salary and increase compensation opportunities tied to performance;7.Changed the form of long-term incentive awards from stock options to restricted stock units; and8.Robust stock ownership guidelines (CEO at 6x salary).Practices we avoid with respect to the compensation of our NEOs include:1.Limited perquisites provided to our executive officers;2.No excise tax gross-ups related to change-in-control severance benefits;3.No speculative trading of Company stock;4.No hedging transactions;5.No repricing of stock options; and6.No unapproved pledging of Company stock.Actions Related to 2019 Executive CompensationIn addition to the actions taken in 2018, the Committee implemented a number of additional decisions for 2019 executive compensation based on the Company's performance in 2018. These decisions were as follows:1.Shifted the compensation mix for the majority of our executive officers by reducing salary by 15% and granting (i) long-term incentive awards equal to 15% of the respective pre-reduction salary (further described below) and (ii) an Annual Incentive Award opportunity equal to 15% of the respective pre-reduction salary (further described below).2.Granted long-term incentive awards comprised of (i) restricted stock which shall vest in three equal annual installments and (ii) the form of restricted stock units which shall vest upon the achievement of target EBITDA in each of the next three fiscal years.3.Continued our bonus program for our executive officers that is tied to achieving a balance of metrics aligned with our 2019 financial and strategic priorities: (i) Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") performance; (ii) an increase in sales performance; and (iii) a reduction in the number of days sales outstanding. No bonus payout for a metric less than 80% of its respective target.4.No change to the compensation paid to our non-employee directors.COMPENSATION DISCUSSION AND ANALYSISThis section discusses our executive compensation programs for 2018, the compensation decisions made under those programs and the factors that were considered by the Committee in making those decisions. It focuses on the compensation for each of our NEOs for 2018.This Compensation Discussion and Analysis is divided into two parts:Part 1 discusses our compensation practices and the compensation decisions for our NEOs.Part 2 discusses our compensation framework in more detail, including how we apply our compensation philosophy and determine competitive positioning of our executive compensation and other policies.Part 1 — Compensation Governance Practices and Decisions2018 Compensation Governance PracticesWe are committed to executive compensation practices that drive performance and that align the interests of our leadership team with the interests of our stockholders. We are considering the appropriateness of these and other policies and practices as part of our comprehensive executive compensation strategic review. Below is a summary of best practices that we have implemented and practices we avoid with respect to the compensation of our NEOs.What We DoWhat We Avoid Pay for Performance — A significant portion of the compensation paid to our NEOs is related to performance and tied to pre-established performance goals and stock price aligned with our short- and long-term objectives.Excessive Perquisites — We provide very limited perquisites to our NEOs, other than our former CEO. Target Market Median — Our compensation philosophy targets NEO total direct compensation opportunity that is competitive with the companies with which we compete for executive talent.No Speculative Trading — Board members and executive officers are prohibited from short-selling our stock and buying or selling puts and calls on our stock. Independent Compensation Consultant — The Committee engages an independent outside compensation consultant on a regular basis.No Hedging — Board members and officers are prohibited from engaging in hedging transactions that could eliminate or limit the risks and rewards of owning our stock. Robust Stock Ownership Guidelines — We require our directors and officers, including our NEOs to own multiples of their current base salary or annual cash retainer, as applicable. Our CEO is required to have six times (6x) his annual salary and our directors are each required to have three times (3x) their annual salary.No Repricing of Options/SARs — Our shareholder approved 2017 Equity Compensation Plan does not allow for the repricing of stock options/SARs without stockholder approval, and we have never repriced any stock option grants. Severance Payments Require Double-Trigger — The Company's 2015 Senior Executive Retention Plan and its 2016 Executive Retention Plan provide change in control severance benefits only upon a double-trigger (change in control and termination of employment).No Unapproved Pledging of Hill Stock — The Company's insider trading policy prohibits pledging of Hill stock without review and prior approval by the Board. There are no current or open pledges of Hill stock by our current NEOs. 2018 Executive Compensation ElementsThe following chart summarizes the key features of each element of our executive compensation program: cash (salary and annual bonus); equity (long-term incentive); retirement (401(k) Plan); and other compensation (perquisites). Each type is discussed in detail in the remainder of this Compensation Discussion and Analysis and the accompanying tables.ElementTypeKey Features CashSalary •Fixed amount of compensation based on experience, contribution and responsibilities.•Salaries reviewed annually and adjusted based on market practice, individual responsibility, performance and contribution, length of service and other internal factors including contractual obligations.Annual Incentive Award •For 2018, payouts could vary from 50% to 200% of certain components of the targeted metrics. For 2018, no annual bonus is awarded if less than 80% of a target is achieved.Bonus Pool •For certain executive officers, including Mr. Wolf, established a bonus pool which is equal to twenty percent (20%) of each bonus pool participant's base salary and would be paid upon achievement of target pre-tax net income. No bonus pool awards were paid for 2018 performance. Long-Term (Equity) Incentive CompensationRestricted Stock Units •For Messrs. Ghali, Martinez, Griffin, Levergood and Kardous, restricted stock units ("RSUs") which shall vest over three years and based upon the achievement of a CAGR based on EPS. No restricted stock will be issued upon settlement of the RSUs if less than 50% of the target CAGR is achieved.•Former Interim CEO: under the terms of his employment agreement, entitled to $80,000 worth of Company stock based on the closing price of the Company's common stock on the last trading day of the month for each month of his service. ElementTypeKey Features Retirement401(k) Plan • Qualified 401(k) plan offered to all U.S. employees that provides participants the opportunity to defer taxation on a portion of their income, up to code limits, and receive a 50% Company matching contribution up to 2% of the employee's salary. OtherPerquisites • Perquisites are generally limited to benefits available to all employees of the Company, including the option to be paid in cash for vacation, sick days and/or personal days not taken. Summary of Key 2018 Compensation DecisionsThe following highlights the Committee's key compensation decisions for 2018, as reported in the section below titled "Executive Officer Compensation — Summary Compensation Table."CEO CompensationOn August 18, 2016, we entered into an employment agreement with Raouf S. Ghali for a term of five years. Under this agreement, Mr. Ghali is to receive a base salary to be reviewed annually by the Committee. Mr. Ghali's 2018 compensation opportunity was set as follows:•Annual base salary was set at $1,135,000 per annum;•Annual Incentive Award opportunity was set at $300,000; and•Long-Term Incentive Award established as an equity grant award of $300,000 which would convert to restricted stock units based upon the closing share price of the Company's common stock on the date on which the Company becomes current on its SEC filings.Effective upon his appointment as CEO on October 1, 2018, the Company and Mr. Ghali agreed to terminate his Employment Agreement and the Board approved the following new compensation terms:•Annual base salary set at $650,000 per annum;•Annual bonus target award opportunity is $675,000, based upon metrics to be determined by the Board;•Long-term (equity) incentive established as an equity grant award of $900,000 of which 50% will be performance based (as determined by the Board) and 50% will be time vested; and•Designated as a participant in the Company's 2016 Executive Retention Plan, pursuant to which Mr. Ghali will be entitled to severance equal to two times his annual base salary under certain circumstances.For 2018, Mr. Ghali's Annual Incentive Award opportunity is $393,750, comprised of the weighted average of the $300,000 opportunity for 9 months and the $675,000 opportunity for 3 months.CFO CompensationOn November 30, 2018, Mr. Weintraub was appointed as Senior Vice President and CFO of the Company. The Board set Mr. Weintraub's annual base salary at $410,000 per annum and he is entitled to an annual target bonus equal to 50% of his base salary and to an annual long-term incentive equity grant valued at 50% of his base salary; both the annual target bonus and the annual long-term incentive equity grant will be based upon criteria established annually by the Company's Board of Directors.In addition, Mr. Weintraub is entitled to (i) hotel accommodations for one week, (ii) temporary housing reimbursement for up to $1,500/month for six months, (iii) eight round trip air fares from his current home, (iv) a grant of deferred stock units ("DSUs") valued at $16,534 and (v) reimbursement of moving expenses, not to exceed $16,534. The Company has also designated Mr. Weintraub as a participant in the Company's 2016 Executive Retention Plan. Mr. Weintraub's DSUs will vest in three equal annual installments.Compensation of our former Interim Chief Executive OfficerOn May 3, 2017, Paul J. Evans was named Interim Chief Executive Officer of the Company. On May 10, 2017, the Board of Directors of the Company approved the following compensation terms for Mr. Evans:•A monthly base salary in the amount of $60,000;•A target incentive award at the rate of $50,000 per month of service (including any partial month), to be paid to Mr. Evans at year end or upon completion of his service as Interim Chief Executive Officer and only upon the achievement of targets set by the Board;•A monthly grant of Company stock valued at $80,000 per month during Mr. Evans' term of service as Interim Chief Executive Officer and based on the closing price of the Company's common stock on the last trading day of the month. The aggregate number of shares granted to Mr. Evans to be delivered following (i) the Company registering an appropriate number of shares on a registration statement filed with the Securities and Exchange Commission and (ii) the last day of Mr. Evans' service as Interim Chief Executive Officer. Such shares will be fully vested.•Mr. Evans to receive a monthly living expense before tax allowance of $5,000 while serving as Interim Chief Executive Officer.•Mr. Evans to be entitled to all benefits of employment provided to other employees of the Company in executive positions.•Mr. Evans not to be entitled to receive compensation for serving on the Board of Directors of the Company while serving as the Interim Chief Executive Officer.Effective October 1, 2018, the Board appointed Mr. Ghali as the Company's Chief Executive Officer and Mr. Evans returned to his service as a director of the Company. For 2018, the aggregate targetincentive award for Mr. Evans was $450,000 and the aggregate monthly equity grant of Company stock was $720,000.Compensation of Other NEOsFor each of our other NEOs, the Board made no adjustment to their respective salaries for 2018.For Messrs. Martinez and Griffin, the Board granted Annual Incentive Award opportunities, based upon metrics determined by the Board. Pursuant to the terms of his employment agreement, Mr. Levergood is eligible to receive (i) a $100,000 bonus related to sales generated by Mr. Levergood and (ii) a $100,000 bonus related to actual revenues exceeding budgeted amounts. Messrs. Kardous and Wolf did not receive a grant of an Annual Incentive Award.In 2017, the Board established a bonus pool for certain executive officers, including Mr. Wolf, which is equal to twenty percent (20%) of the aggregate of each bonus pool participant's base salary and would be paid upon the achievement of a threshold pre-tax net income. Given Hill's 2018 performance results, no bonus pool payments were made to any participant in the bonus pool.For Messrs. Martinez, Griffin, Levergood, and Kardous, the Board established Long-Term Incentive Award opportunities as an equity grant award which would convert to restricted stock units based upon the closing share price of the Company's common stock on the date on which the Company becomes current on its SEC filings. Mr. Wolf did not receive a grant of an Long-Term Incentive Award opportunity.2018 NEO Base Salaries, Annual Incentive Target and Long-Term Incentive Expected ValueName Base
Salary (1) Bonus Target
Opportunity (2) Bonus Target
Opportunity as
% of Salary Long-Term
Incentive
Expected Value
(3) Total Target
Direct
Compensation (4) $1,013,750 $393,750 38.8% $300,000 $1,707,500 410,000 — — — 410,000 528,000 100,000 18.9]% 200,000 828,000 591,250 — — 300,000 891,250 510,000 200,000 28.2% 150,000 860,000 540,000 450,000 45.3% 720,000 1,710,000 420,000 150,000 26.3% 200,000 770,000 83,077 — — — 83,077 (1)Except as noted, all base salaries effective as of January 1, 2018. During 2018, the approved new compensation terms for Mr. Ghali; the amount listed in the table reflects actual salary paid to Mr. Ghali during 2018. Mr. Weintraub was not an employee of the Company until November 30, 2019. Mr. Evans' base salary is $60,000 per month for an aggregate of $540,000 earned during 2018. Mr. Martinez became our Interim CFO on November 10, 2017 and his base salary in the above table reflects an annualized amount. The amounts shown in the table reflect compensation paid to Mr. Wolf during his service as Interim Chief Financial Officer from October 17, 2018 to November 30, 2018.(2)During 2018, the Board approved new compensation terms for Mr. Ghali, including his Annual Incentive Award; for 2018, Mr. Ghali's Annual Incentive Award opportunity is $393,750, comprised of the weighted average of the $300,000 opportunity for 9 months and the $675,000 opportunity for 3 months. The Board established a monthly $50,000 incentive award for Mr. Evans which has been annualized in the above table; additional details on such incentive award can be found in the section above titled "Change in Chief Executive Officer." Mr. Wolf was a participant in a bonus pool which would be distributed based upon a proportion of each bonus pool participant's base salary; such bonus payment is excluded from the above table. Under the terms of his employment agreement, Mr. Levergood is eligible to receive (i) a $100,000 bonus related to sales generated by Mr. Levergood and (ii) a $100,000 bonus related to actual revenues exceeding budgeted amounts.(3)Represents the equity grant value of restricted stock units that were issued upon the Company becoming current with its SEC reporting obligations. The Board established a monthly grant of Company stock valued at $80,000 per monthfor Mr. Evans which has been annualized in the above table; additional details on such incentive award can be found in the section above titled "Compensation of our former Interim Chief Executive Officer."(4)Total target direct compensation consists of base salary, annual incentive bonus target and long-term equity award expected value.Annual Incentive Plans — Criteria and Rationale PlanParticipantsPerformance Assessment Target Annual Incentive AwardsGhali, Evans, Martinez and GriffinEBITDA, sales growth, key employee retention Executive Leadership Sales IncentiveLevergoodPersonal sales and revenue vs. budget Bonus PoolWolfPre-tax net income Messrs. Weintraub and Kardous were not granted Annual Incentive plan opportunities for 2018.1. Target Annual Incentive Awards ("TAIA")In 2018, as in past years, the Committee evaluated the choice of the TAIA financial measure(s) using the following principles:•Metrics that support achievement of an annual Board-approved budget;•Metrics that support profitable growth while preserving cash for longer-term investment;•Metrics that are clearly understood and can be affected by the performance of our executives and employees;•Metrics that are consistent with market practice and commonly used by analysts in assessing our performance; and•Metrics that over time, are consistent with the creation of long-term shareholder value.Following this review, the Committee concluded that the use of a blend of metrics, including EBITDA, sales growth and key employee retention, for 2018 were appropriate measures to provide an emphasis on profitable growth while focusing managers on expense control and retaining key members of the Company's personnel.Target SettingThe 2018 target annual incentive awards for Messrs. Ghali, Evans, Martinez and Griffin were set as a fixed dollar amount, as set forth below.NameTAIA Raouf S. Ghali$300,000Michael V. Griffin100,000Paul Evans600,000Marco Martinez150,000Variances from these target payout values are based upon Company performance against the pre-established metric targets. The performance/payout relationship around targeted performance levels was set at the beginning of the performance year and reflected our expectation for the year that management should strive to achieve our plan and be held accountable with lower than target payouts if performance fell below plan.Our 2018 plan used the following performance and payout relationship:Level Performance
(% of "Target
Performance") Payout
(% of Target
Pay Opportunity) <80% 0% 80% 50% 100% 100% 120% 200% Financial Results for TAIA PurposesThe Committee set the TAIA target based on its evaluation of the historical information and its assessment that the target contained a sufficient degree of "stretch." These targets, actual 2018 performance and 2018 TAIA bonus payouts for Messrs. Ghali, Evans, Martinez and Griffin are shown in the tables below.2018 TAIA Performance Metrics, Weight and Achievement Financial Objectives Metric Weight
(1)Threshold Target Maximum 2018 Metric Bonus Payout
Factor 45% $33.3 million $41.6 million $49.9 million $15.3 million 0.0% 45% $376.2 million $470.2 million $564.3 million (2) 0.0% 10% 90% 95% 95% 76% 0.0% (1)These target weights apply to Messrs. Evans, Ghali and Griffin. The target weight for Mr. Martinez is 50% EBITDA and 50% sales growth.(2)The Threshold for this metric was not achieved.2018 TAIA Threshold, Target, Maximum and Actual PayoutsName 2018 Target
Award 2018
Threshold
Award (50% of
Target Award) 2018 Maximum
Award (200% of
Target Award) Total Weighted
Bonus Payout Factor 2018 TAIA Award $300,000 $150,000 $600,000 0.0% — 100,000 50,000 200,000 0.0% — 600,000 300,000 1,200,000 0.0% — 150,000 75,000 300,000 0.0% — (1)As of October 17, 2018, Mr. Martinez is no longer an employee of the Company and was not eligible to receive a TAIA Payment for 2018.2. Executive Leadership Sales IncentiveMr. Levergood is eligible to receive a bonus based on generating new sales for the Company: for every $1,000,000 of expected consulting fee revenue generated by Mr. Levergood in a calendar year, Mr. Levergood will receive a $2,000 bonus, up to a maximum of $100,000. For 2018, Mr. Levergood did not earn a bonus related to this incentive. Mr. Levergood was also eligible to receive an additional bonus of $100,000 in the event that the Company achieves or exceeds its annual sales target; for 2018, the Company did not achieve its annual sales target so no related bonus was earned by Mr. Levergood.3. Bonus PoolThe Board established a bonus pool. See the section titled "Compensation of other NEOs" for additional details regarding the bonus pool.Our Long-Term Equity Incentive ProgramPlan Criteria and RationaleLong-term incentive compensation for all our executive officers, including our NEOs, is entirely equity-based. In 2018, grants of Long-term Incentive Awards to Messrs. Ghali, Martinez, Griffin, Levergood, and Kardous are solely contingent upon the achievement of growth targets in EPS over a three-year period.In this way, the combination of our Annual Incentive Awards plan and Long-Term Incentive Awards balance the focus of our team in a coordinated way around short-term financial, strategic and longer-term performance of our Company, both of which are directly linked to value creation for stockholders.Equity Award Grant PracticesThe Committee's equity-based awards policy contains rules on determining the grant date of equity awards and the performance based vesting criteria of such awards.2018 Long-Term Incentive AwardsIn 2018, for Messrs. Ghali, Martinez, Griffin, Levergood, and Kardous, the Board established Long-Term Incentive Award opportunities as an equity grant award which would convert to restricted stock units based upon the closing share price of the Company's common stock on the date on which the Company becomes current on its SEC filings. These Long-Term Incentive Awards will vest 100% on the third anniversary of their grant and are performance-based, based on a targeted 10% Compound Annual Growth Rate ("CAGR") of a target Earnings Per Share over the vesting period.The value and form of each award was determined by the Committee after considering company performance, individual impact on our financial results, market norms and relative duties and responsibilities. The value of the grants made during 2018 to our NEOs are shown in the following table.2018 Long-Term Incentive Award Opportunity ValueName Target Number of Shares to be
Issued Upon Settlement of RSUs
(1) Aggregate Grant
Date
Fair Value of RSUs
(2) Percentage of TDC (3) 73,349 $ 300,000 17.6 % 48,899 200,000 26.0 % 48,899 200,000 24.2 % 36,674 150,000 17.4 % 73,349 300,000 33.7 % (1)This amount is calculated by dividing the Aggregate Grant Date Fair Value by $4.09, the closing price of the Company's common stock on the date on which the Company became current with its SEC reporting obligations.(2)Represents the equity grant value which was converted into RSUs following the Company becoming current with its SEC reporting obligations.(3)TDC consists of base salary and annual and long-term incentive opportunities.(4)As of October 17, 2018, Mr. Martinez is no longer an employee of the Company and was not eligible to receive a Long-Term Incentive Award for 2018.Additionally, the total number of shares to be issued upon settlement of the RSUs may be adjusted depending on the achievement of CAGR, as set forth in the table below.Level Performance
(CAGR % over
vesting period") Payout
(% of Restricted
Stock Opportunity) <5% 0% 5% 50% 10% 100% 115% 150% Note: Payouts will be calculated linearly for achieving between 5 and 15% CAGR.For Mr. Evans, the Board established a monthly grant of stock valued at $80,000 per month upon the completion of each month of service as Interim CEO. Mr. Evans served as Interim CEO until October 1, 2018 at which time he returned to his service on the Board.Mr. Wolf and Mr. Weintraub were not granted long-term incentive awards for 2018.Part 2 — Compensation FrameworkCompensation Philosophy and ObjectivesOur compensation philosophy is to provide competitive executive officer pay opportunities tied to our short-term and long-term success. This overriding pay-for-performance approach enables us to attract, motivate and retain the type of executive leadership that will help us achieve our strategic objectives and realize increased stockholder value. To reach these goals, we have adopted the following program objectives:•Link management compensation with the interests and experience of stockholders.•Support achievement of operating performance, strategic objectives and share price growth through variable compensation programs.•Provide compensation opportunities that are consistent with each executive's responsibilities, experience and performance.•Design compensation incentive programs that promote a sensible risk/reward balance, and that do not encourage unnecessary or unreasonable risk-taking.Applying our Compensation PhilosophyWe apply our compensation philosophy and objectives as follows:Compensation ComponentObjectives Base SalaryFair and competitive compensation to attract, retain and reward executive officers by providing a fixed level of cash compensation tied to experience, skills and capability relative to the market. Annual Incentive (Non-Equity) AwardCash bonus aligns executives with annual goals and objectives. Creates direct link to annual financial and operational performance.Provides the opportunity for NEOs to receive market-competitive total cash compensation when commensurate with performance. Long-Term Incentive AwardAligns executive officers' interests with those of stockholders by linking compensation with corporate performance that will lead to increased share price for our stockholders. Retains and provides incentives to executive officers through multi-year vesting and holding periods.Promotes a sensible balance of risk and reward, without encouraging unnecessary or unreasonable risk-taking.Provides the opportunity for NEOs to receive market-competitive TDC when commensurate with performance Change in Control Severance PlanMinimizes distractions and personal financial uncertainty created by a pending or threatened change in control by providing compensation and benefit arrangements for NEOs who do not have an employment agreement upon termination due to a change in control. 401 (k) PlanAttracts and retains U.S. executives by providing a level of retirement investment in a tax-efficient manner. Employee Stock Purchase PlanAttracts, retains and aligns executives with stockholders by providing an opportunity to be compensated through the benefits of stock ownership and to acquire an interest in the Company. PRINCIPAL ACCOUNTANT FEES AND SERVICES Competitive PositioningIn support of our compensation philosophy, we target the compensation values consistent with the markets with which we compete for executive talent, capital and business. For NEOs, the Committee references broader survey sources reflecting the practices of other companies of comparable size, scope and complexity, with which we compete for talent and as recommended by our independent compensation consultant. This approach provides the Committee with decision-quality data and context used in the review of competitive pay practices, design approaches and for pay-for-performance comparisons.Setting Compensation Targets and Performance GoalsThe Committee annually reviews the total compensation opportunity of each executive officer-i.e., cash compensation (salary and target annual incentive opportunity) and long-term equity compensation (target long-term equity value).The Committee, with input from its independent consultant, then sets the executive's compensation target for the current year. Salary adjustments, if any, typically become effective as of January 1 of each year or upon a promotion. The compensation proposal for our CEO is reviewed with and ratified by the independent directors of the Board in executive session.In making its decisions, the Committee uses several resources and tools, including competitive market information and peer group compensation trends, broader survey sources, the larger executive compensation environment, governance norms and expectations and shareholder feedback.For 2018, the Committee set target performance levels for the financial objectives used in the TAIA and concluded that there was an appropriate correlation between payout and performance levels (at target, threshold and maximum) in light of the business environment, risks associated with achieving our five-year strategic plan and other factors.Evaluating PerformanceFor our eligible NEOs, performance determination under the TAIA and our Bonus Pool was 100% based on financial metrics. The Committee also considers competitive market norms in making final compensation decisions.Role of the Compensation Committee and ManagementThe Committee reviews all of our compensation and benefit programs. As part of its review of these programs, the Committee evaluates the competitiveness of compensation and benefits packages offered to our named executive officers and other executive officers. In addition, the Committee reviews and approves our corporate incentives, goals and performance objectives as well as the incentives, goals and performance objectives we establish for individuals under our compensation and benefit programs. The Committee evaluates the level of achievement of the corporate incentives, goals and performance objectives set for individuals and, based on the level of achievement, approves any awards dependent on these criteria under our compensation and benefit programs.Consistent with prior years, as part of the executive compensation decisions made in 2018, our former Interim Chief Executive Officer and our Chief Executive Officer made recommendations to the Committee regarding the levels and elements of compensation for the named executive officers, other than themselves, as well as for other executive officers of the Company. The Committee also received acompensation analysis regarding our senior executive officers, including our NEOs, from its compensation consultant, Pay Governance LLC, an executive compensation advisory firm. After considering the analysis prepared by Pay Governance LLC and the recommendations of our former Interim Chief Executive Officer and our Chief Executive Officer, the Committee determined its recommendations to the Board for the Board's approval of the compensation for our NEOs. In determining its recommendations to the Board, the Committee relied considerably on assessments by our former Interim Chief Executive Officer and our Chief Executive Officer of the performance and contribution of the other named executive officers and utilized the advice of Pay Governance LLC primarily as an effective "market check" designed to assure that compensation for the other named executive officers would be appropriate in view of other compensation packages that may be offered by the Company's peers and other prospective employers of these executives. Post-Employment Compensation ArrangementsTermination PaymentsIn the event of a change in control, we provide certain senior executive officers with benefits upon termination in various circumstances under our 2015 Senior Executive Retention Plan (the "2015 Retention Plan") and under our 2016 Executive Retention Plan (the "2016 Retention Plan" and, collectively with the 2015 Retention Plan, the "Retention Plans"). The Retention Plans provide change in control severance benefits only upon the occurrence of a "double-trigger" (change in control and termination of employment). Generally, the benefits under the 2015 Retention Plan provide for one year of salary and benefits continuation; the benefits under our 2016 Retention Plan provide for two years of salary upon termination following a change in control. As of December 31, 2018, there were no participants under the 2015 Retention Plan and Messrs. Ghali, Weintraub, Griffin and Kardous were eligible to receive benefits under the 2016 Retention Plan.We detail the compensation estimated to be paid to our NEOs under various termination circumstances as of December 31, 2018 in the section below titled "Executive Officer Compensation — Potential Payments Upon Termination or Change in Control."Personal BenefitsWe provide our NEOs with other benefits that we believe are reasonable and competitive so that we may attract and retain talented senior executives. In total, they represent a small percentage of each NEO's overall compensation and generally are identical to the benefits provided to all other Hill employees.Policy on Hedging and PledgingOur insider trading policy contains restrictions on certain transactions in Company stock by executive officers and directors. All trades by executive officers and directors must be pre-cleared. The executive officers and directors are prohibited from any trading in puts or calls, from engaging in short sales of Company stock or from hedging Company stock. Making pledges of Company stock or using it as loan collateral or as part of a margin account in the future is prohibited unless expressly approved by the Board.Risk Considerations in Our Compensation ProgramsThe Committee has reviewed our compensation policies and practices for the Company's executive officers and concluded that any risks arising from these policies and programs are not reasonably likely to have a material adverse effect. The Committee believes that the mix and design of the elements of our compensation program combined with risk-mitigating features and policies such as stock ownership guidelines and appropriate oversight and governance are appropriate and encourage executive officers and key employees to strive to achieve goals that benefit the Company and our stockholders over the long term. Our compensation policies and procedures are applied uniformly to all eligible participants and when viewed in aggregate, our programs provide sufficient safeguards, balance and governance that does not encourage excessive risk-taking by our employees.The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with the Company's management. Based on such review and discussion, the Compensation Committee recommended to the Board, and the Board approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement.Compensation CommitteeArnaud Ajdler (Chair)James ChadwickAlan S. FellheimerSummary Compensation TableThe following table contains information concerning the annual compensation for our NEOs during 2018, 2017 and 2016.Name and Principal Position Year Salary
$ Bonus
$ (1) Stock
Awards
$ (2) Option
Awards
$ (3) (4) Non-Equity
Incentive Plan
Compensation
$ All Other
Compensation
$ (5) Total
$ 2018 1,013,750 — — — — 113,173 1,126,923 2017 1,135,000 — — 512,500 — 49,547 1,697,047 2016 1,135,000 — — 362,500 — 51,238 1,548,738 2018 35,744 — — — — 636 36,380 2018 528,000 — — — — 57,839 585,839 2018 591,250 — — — — 99,145 619,114 2018 510,000 — — — — 50,474 560,474 2017 510,000 100,000 — — — 28,050 638,050 2018 542,769 — — — — 84,835 627,604 2017 474,923 425,159 640,000 — — 17,858 1,557,940 2018 335,730 17,500 — — — 39,504 392,734 2017 57,346 — — — — 501 57,847 2018 83,076 — — — — 3,212 86,289 (1)As discussed in the Compensation Discussion & Analysis, we did not pay out Annual Incentive Awards related to 2018.(2)In 2018, each of Messrs. Ghali, Martinez, Griffin, Levergood and Kardous were granted restricted stock units as Long-Term Incentive Awards which will vest on the third anniversary of their grant if certain performance goals related to Compound Annual Growth Rate ("CAGR") of a target Earnings Per Share over the vesting period is met. Because the Company did not estimate that the conditions under any of the performance level ranges would be met, there was no such compensation expense recorded for the year ended December 31, 2018.(3)The amounts reported in this column reflect the aggregate grant date fair value of grants of stock options calculated in accordance with ASC 718. The calculation of these amounts disregards the estimate of forfeitures related to time-based vesting conditions. The amounts in this column do not reflect compensation actually received by the named executive officer. The actual value, if any, that an executive may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award, and upon the excess of the stock priced over the exercise price, if any, on the date the award is exercised. Thus, there is no assurance that the value, if any, eventually realized by the named executive officer will correspond to the amount shown.(4)The Black-Scholes option valuation model is used to estimate the fair value of the options in accordance with ASC 718. For a discussion of the assumptions used, see Note 12 to the Company's 2018 consolidated financial statements included in this Annual Report on Form 10-K.(5)Hill provides its NEOs with additional benefits, reflected in the table below for 2018, that Hill believes are reasonable, competitive and consistent with the Company's overall executive compensation program.(6)The amount reflected as base salary reflects the changes to Mr. Ghali's salary following his termination of his employment agreement, effective as of October 1, 2018.(7)Mr. Weintraub was appointed as Senior Vice President and Chief Financial Officer on November 30, 2018.(8)Mr. Evans served as Interim CEO from May 3, 2017 to October 1, 2018. During the term of his service as Interim CEO, Mr. Evans did not receive any compensation as a director of the Company. The amounts listed above represent actual amounts earned by Mr. Evans during the year ended December 31, 2017 for his service as interim CEO. For 2017 and 2018, Mr. Evan's stock award represents 8 and 9 months, respectively, at $80,000 per month.(9)Mr. Martinez served as Interim CFO from November 10, 2017 to October 17, 2018. As of October 17, 2018, Mr. Martinez is no longer an employee of the Company.(10)Mr. Wolf served as Interim CFO from October 17, 2018 to November 30, 2018. The information in the table above reflects the compensation paid to Mr. Wolf during his tenure as Interim CFO.Name Life
Insurance
$ Vehicle(s)
and
Parking
$ Transportation
Allowances
$ Medical
and
Disability
$ 401 (k)
Match
$ Accrued
Vacation
$ Total Other
Compensation
$ 984 — — 21,180 8,250 82,759 113,173 82 — — 554 — — 636 984 — — 13,838 8,250 34,767 57,839 1,874 8,114 — 10,143 7,733 71,280 99,145 984 — — 19,254 8,250 21,986 50,474 984 — 25,167 19,727 8,250 30,707 84,835 820 — — 1,020 8,250 29,414 39,504 246 — — 306 1,012 1,647 3,212 Grants of Plan-Based AwardsThe following table presents information about plan-based awards made to our named executive officers in 2018: Estimated Future Payments
Under Non-Equity
Incentive Plan Awards (1) All other
stock awards:
number of
shares of
stock or units
(#) Grant date
fair value of
stock and
option awards Grant
Date
Threshold Target Maximum (#) (2) (3) 3/8/18 $150,000 300,000 600,000 — $300,000 3/8/18 — — — — — 3/8/18 50,000 100,000 200,000 — 200,000 3/8/18 — — — — 300,000 3/8/18 — 200,000 200,000 — 150,000 Various 450,000 450,000 450,000 — 720,000 3/8/18 75,000 150,000 300,000 — 200,000 3/8/18 — — — — — (1)The amounts listed for our former Interim CEO represent the aggregate monthly bonus that Mr. Evans is eligible to receive for 2018 under the terms of his employment; the bonus was not paid until the completion of Mr. Evans' service as Interim CEO. For additional details, see the section titled "Compensation of our former Interim Chief Executive Officer." The amounts listed represent potential threshold, target and maximum bonuses available to Messrs Ghali, Griffin and Martinez under the Annual Incentive Bonus Plan for 2018. The amounts listed for Mr. Levergood represent the potential threshold, target and maximum which may be paid to Mr. Levergood as bonuses under his employment agreement; for additional information, please see the section entitled "Employment Agreement with our Senior Vice President of Business Development (Americas)." The actual payments are reported above in the Summary Compensation Table in the column entitled "Non-Equity Incentive Plan Compensation."(2)The amounts listed for our former Interim CEO represents the aggregate monthly grant of stock that Mr. Evans' is eligible to receive for 2018 under the terms of his employment; the stock was not issued until the completion of Mr. Evans' service as Interim CEO. For all individuals other than Mr. Evans, represents restricted stock units ("RSUs") under the 2017 Equity Compensation Plan. Information regarding the vesting and expiration of these RSUs is included in the "Outstanding Equity Awards at Fiscal Year-End" table and the footnotes thereto. RSUs will vest on an accelerated basis upon the executive's termination of employment under certain circumstances. Additional information regarding thevesting acceleration provisions applicable to equity awards is included under the heading "Potential Payments upon Termination or Change in Control."(3)See footnotes 1 and 2 to the Summary Compensation Table regarding calculation of these amounts.(4)Mr. Weintraub was appointed as Senior Vice President and CFO on November 30, 2018 and did not receive any grants of Plan-Based Awards during 2018.(5)The Board established a monthly $50,000 non-equity incentive award and a monthly grant of stock options valued at $80,000 per month for Mr. Evans; additional details on such awards can be found in the section above titled "Compensation of our former Interim Chief Executive Officer." These awards were paid out or issued upon the completion of Mr. Evans' service as Interim CEO.(6)Mr. Wolf served as Interim CFO from October 17, 2018 to November 30, 2018 and did not receive any grants of Plan-Based Awards, except as noted. Mr. Wolf was a participant in a bonus pool which would be distributed based upon a proportion of each bonus pool participant's base salary; such bonus payment is excluded from the above table.OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDThe following table presents information with respect to outstanding equity awards held by our named executive officers as of December 31, 2018. Option Awards Stock Awards Number of
securities
underlying
unexercised
options (#)
exercisable Number of
securities
underlying
unexercised
options (#)
unexercisable Option
exercise
price Option
expiration
date Equity
Incentive Plan:
Awards:
Number of
unearned shares,
units or other
rights that
have not
vested (#) Equity
Incentive Plan
Awards:
Market value
of unearned
shares, units
or other rights
that have not
vested ($) 100,000 — (1) 3.67 1/21/2020 80,000 20,000 (2) 4.95 3/10/2021 120,000 80,000 (3) 4.03 1/27/2022 100,000- 150,000 (4) 4.00 4/2/2023 50,000 200,000 (5) 4.65 3/08/2024 (6) (6) — — 10,000 — (1) 3.67 1/21/2020 8,000 2,000 (2) 4.95 3/10/2021 25,000 — (1) 3.67 1/21/2020 12,000 3,000 (2) 4.95 3/10/2021 (6) (6) 10,000 15,000 (7) 4.46 10/05/2023 (6) (6) (1)These options were granted on January 21, 2013 and vest at the rate of 20% per year with vesting dates of January 21, 2014, 2015, 2016, 2017 and 2018.(2)These options were granted on March 10, 2014 and vest at the rate of 20% per year with vesting dates of March 10, 2015, 2016, 2017, 2018 and 2019.(3)These options were granted on January 27, 2015 and vest at the rate of 20% per year with vesting dates of January 27, 2016, 2017, 2018, 2019 and 2020.(4)These options were granted on April 2, 2016 and vest at the rate of 20% per year with vesting dates of April 2, 2017, 2018, 2019, 2020 and 2021.(5)These options were granted on March 8, 2017 and vest at the rate of 20% per year with vesting dates of March 8, 2018, 2019, 2020, 2021 and 2022.(6)Represents restricted stock units ("RSUs") issued under the Hill International Inc. 2017 Equity Incentive Plan which entitle each participant to receive one unit of restricted stock. In March 7, 2018, Mr. Ghali, Mr. Martinez, Mr. Griffin, Mr. Levergood and Mr. Kardous were awarded units of restricted stock that are subject to cliff vesting on the three year anniversary of the date the units were awarded on March 7, 2021 (the "Cliff Vesting Date"). Such awards will vest on the conditions that each employee remain with the Company during the three-year period until the Cliff Vesting Date and that specified performance goals are achieved. The number of RSUs that may be granted are also subject to performance level ranges that are based on the Compound Annual Growth Rate (or "CAGR") that will be measuredbased on the Company's Earnings Per Share with the filings of the Company's Form 10-K for the years ended December 31, 2018, 2019 and 2020, with the final determination of the number of units to be made on the Cliff Vesting Date. The Company was not current with its SEC filings on the date that the RSUs were originally approved. In accordance with the terms of these grants, the RSUs could not be granted to the participants until the Company became current in its filings with the SEC. Therefore, these RSUs were granted and the value of the awards were estimated on October 12, 2018, the date the Company became current with its SEC filings. Because the Company did not estimate that the conditions under any of the performance level ranges would be met, there was no such compensation expense recorded for the year ended December 31, 2018. The total number of units issued under the awards totaled between approximately 226,000 and 678,000 had the Company estimated that the performance conditions could be met. As of October 17, 2018, Mr. Martinez is no longer an employee of the Company and accordingly the employment condition of his RSU is unable to be met, rendering the RSU invalid.(7)These options were granted on October 5, 2016 and vest at the rate of 20% per year with vesting dates of October 5, 2017, 2018, 2019, 2020 and 2021.Option ExercisesNo NEO exercised stock options during 2018.Former Employment Agreement with Our CEOUnder an agreement effective August 18, 2016 with a five-year term, our CEO, Raouf S. Ghali, is to receive a base salary the amount of which shall be reviewed annually by the Company's Compensation Committee. Mr. Ghali's current base salary is $1,135,000 per annum. In addition to base salary, Mr. Ghali will be eligible to receive an annual bonus based upon the achievement of performance criteria to be established by the Board or its Compensation Committee for the applicable year. Mr. Ghali also will be eligible to receive an annual long-term incentive award, which may consist of stock options issued by the Company, shares of restricted stock of the Company, and other forms of equity-based, equity-linked or other long-term incentive compensation. The amount and other terms of long-term incentive awards made to Mr. Ghali, if any, will be determined by the Board or its Compensation Committee. The agreement further provides that Mr. Ghali is entitled to all benefits of employment provided to other employees of the Company. Mr. Ghali may terminate the employment agreement at any time upon no less than 30 days prior written notice to the Company of such termination. On August 17, 2018, the Company and Mr. Ghali entered into a termination agreement with respect to Mr. Ghali's employment agreement and the Board approved new compensation terms, effective October 1, 2018. These new compensation terms include a base salary of $650,000 annually, annual participation in the Company's incentive bonus plan with an annual target cash bonus of $675,000 based on metrics to be determined by the Board, a grant of $900,000 annually in shares of the Company's common of which 50% will be performance based and 50% will be time vested and participation in the Company's 2016 Executive Retention Plan.Employment Agreement with Our Senior Vice President of Business Development (Americas)Under an agreement dated August 15, 2016 with a five-year term, our Senior Vice President of Business Development (Americas), J. Charles Levergood, is to receive a base salary of $510,000 per annum. The Company is required to provide Mr. Levergood with severance of one year of base salary if Mr. Levergood is terminated without cause during the first three years of his employment and six months of base salary if Mr. Levergood is terminated without cause thereafter. In addition to base salary, Mr. Levergood is eligible to receive a bonus based on generating new sales for the Company: for every $1,000,000 of expected consulting fee revenue generated by Mr. Levergood in a calendar year, Mr. Levergood will receive a $2,000 bonus, up to a maximum of $100,000. Mr. Levergood is also be eligible to receive an additional bonus of $100,000 in the event that the Company achieves or exceedsits annual sales target. Payment of bonuses, if any, will be paid on March 15 of the following calendar year.2015 Senior Executive Retention PlanOn January 27, 2015, the Board adopted the Hill International, Inc. 2015 Senior Executive Retention Plan (the "2015 Retention Plan") which became effective immediately. The Board adopted the 2015 Retention Plan as part of its effort to minimize distractions to certain executives created by a pending or threatened change in control and to provide such executives with compensation and benefit arrangement upon a change in control which ensure that the executives' expectations will be satisfied. The 2015 Retention Plan provides certain severance benefits during the two-year period immediately following a change in control (as defined in the 2015 Retention Plan) to certain senior officers of the Company as selected by the Board in the event of (i) involuntary termination of employment by the Company other than for certain events constituting "cause" set forth in the 2015 Retention Plan, or (ii) voluntary resignation for good reason (as defined in the 2015 Retention Plan). Under the 2015 Retention Plan, following a qualifying termination, the participant will receive (i) a lump-sum payment of an amount equal to one year of the executive's then base annual salary, payable within 30 days after the effective date of the event giving rise to the benefits under the 2015 Retention Plan, and (ii) if the executive's employment is terminated by the Company "without cause" or by the executive for "good reason" during the two-year period immediately following a change in control, any and all stock options, stock grants or other equity-based compensation granted to such executive will immediately vest. If required by Internal Revenue Code Section 409A, payments or benefits to certain executives may be delayed by up to 6 months from the date of termination. A participant that is a party to any employment agreement or other arrangement with the Company providing for severance is not eligible to receive benefits under the Plan unless he or she waives any rights to such other severance.As of December 31, 2018, there were no Participants under the 2015 Retention Plan.2016 Executive Retention PlanEffective November 3, 2016, the Board adopted the Company's 2016 Executive Retention Plan (the "2016 Retention Plan") which provides for the payment of severance benefits by the Company to certain designated employees (each a "Participant") whose employment is permanently terminated due to an Involuntary Termination (as defined in the 2016 Retention Plan). Upon termination of a Participant's employment by the Company without "Cause" (as set forth in the 2016 Retention Plan) or by the Participant for "Good Reason" (as defined in the 2016 Retention Plan), the Company will be required to pay to the Participant a lump sum cash payment in an amount equal to one times the Participant's base salary at such time; notwithstanding the foregoing, if the termination is within one year following a Change in Control (as defined in the 2016 Retention Plan), the Company will be required to pay to the Participant a lump sum cash payment in an amount equal to two times the Participant's base salary at such time and any and all unvested stock options, stock grants or other stock based compensation granted to the Participant shall then immediately vest.As of December 31, 2018, Messrs. Ghali, Weintraub, Griffin and Kardous were designated as participants under the 2016 Retention Plan. For Mr. Ghali, he is entitled to a lump sum cash payment in an amount equal to two times his base salary upon termination of his employment by the Company without "Cause" (as set forth in the 2016 Retention Plan) or by him for "Good Reason" (as defined in the 2016 Retention Plan).Key Employee Retention Bonus PlanOn June 6, 2017, the Board authorized and approved the Company's Key Employee Retention Bonus Plan (the "Bonus Plan") and the form of Retention Agreement thereunder (the "Retention Agreement") in order to motivate and reward certain employees to continue service to the Company. The Bonus Plan designates several of the Company's named executive officers, Michael Griffin, Abdo Kardous and Charles Levergood, as participants. The Bonus Plan and Retention Agreement provide that each participant will receive a specified cash bonus that will be paid upon the earlier of (i) the second anniversary of the participant's executed agreement under the Plan, or (ii) if a Change of Control (as such term is defined in the Bonus Plan) occurs, upon the involuntary termination of the participant.Potential Payments Upon Termination or Change in ControlThe Company has entered into agreements and maintains plans that will require the Company to provide compensation to certain individuals in the event of a termination of employment and/or a change in control of the Company. The potential amount of compensation payable to each individual in each situation is set forth in the tables below. The amounts shown in the tables assume that termination of the individual and/or a change in control occurred on December 31, 2018 and are based on the closing price per share of Hill common stock on that date of $3.08. The actual amounts to be paid will depend on the circumstances and time of the termination or change in control.Raouf S. GhaliPayments and Benefits By Company
Without Cause By Executive
for Good Reason By Executive
Within Two
Years Following
a Change in
Control Cash payment $1,300,000 (1) $1,300,000 (1) $650,000 (1) Vesting of stock options — (2) — — Vesting of RSUs — — — (3) (1)The Company is required to make this cash payment to Mr. Ghali within thirty days after the effective date of such termination in an amount equal to three years of his then base salary if (i) his employment is terminated by the Company without cause, (ii) he terminates his employment for good reason or (iii) he terminates his employment within two years of a change in control of the Company.(2)Mr. Ghali's holds stock options which immediately vest if the Company terminates him without cause; however because the exercise price of such options exceeds $3.08, the closing price of the Company's common stock on December 31, 2018, the aggregate intrinsic value of such options as of December 31, 2018 is zero.(3)Mr. Ghali holds restricted stock units which will vest upon the achievement of CAGR in EPS over a three-year period. The vesting of the RSUs will accelerate upon a change of control and termination but will not be determinable until after the three-year vesting period.Michael GriffinPayments and Benefits By Company
Without Cause By Executive
Within One Year
Following a
Change in
Control Cash payment — — $300,000 (3) Vesting of stock options — (2) — — Vesting of RSUs — — — (1) (1)Mr. Griffin holds restricted stock units which will vest upon the achievement of CAGR in EPS over a three-year period. The vesting of the RSUs will accelerate upon a change of control and termination but will not be determinable until after the three-year vesting period.(2)Mr. Griffin holds stock options which immediately vest if the Company terminates him without cause; however because the exercise price of such options exceeds $3.08, the closing price of the Company's common stock on December 31, 2018, the aggregate intrinsic value of such options as of December 31, 2018 is zero.(3)The Company is required to make this payment pursuant to the Bonus Plan.Abdo KardousPayments and Benefits By Company
Without Cause By Executive
Within One Year
Following a
Change in
Control Cash payment — — $250,000 (3) Vesting of stock options — (2) — — Vesting of RSUs — — — (1) (1)Mr. Kardous holds restricted stock units which will vest upon the achievement of CAGR in EPS over a three-year period. The vesting of the RSUs will accelerate upon a change of control and termination but will not be determinable until after the three-year vesting period.(2)Mr. Kardous holds stock options which immediately vest if the Company terminates him without cause; however because the exercise price of such options exceeds $3.08, the closing price of the Company's common stock on December 31, 2018, the aggregate intrinsic value of such options as of December 31, 2018 is zero.(3)The Company is required to make this payment pursuant to the Bonus Plan.J. Charles LevergoodPayments and Benefits By Company
Without Cause By Executive
Within One Year
Following a
Change in
Control Cash payment $510,000 (1) $300,000 (4) Vesting of stock options — — (2) Vesting of RSUs — — — (3) (1)Pursuant to his employment agreement, the Company is required to make this cash payment to Mr. Levergood at the effective date of such termination in an amount equal to his then base salary.(2)Mr. Levergood holds stock options which immediately vest if he is involuntarily terminated within one year following a change in control; however because the exercise price of such options exceeds $3.08, the closing price of the Company's common stock on December 31, 2018, the aggregated intrinsic value of such options as of December 31, 2018 is zero.(3)Mr. Levergood holds restricted stock units which will vest upon the achievement of CAGR in EPS over a three-year period. The vesting of the RSUs will accelerate upon a change of control and termination but will not be determinable until after the three-year vesting period.(4)The Company is required to make this payment pursuant to the Bonus Plan.Paul EvansMr. Evans served as our Interim CEO from May 3, 2017 to October 1, 2018. Pursuant to the terms of his employment as Interim CEO, Mr. Evans was not eligible to receive any payments upon termination or change of control, other than the payments that were issued to Mr. Evans upon completion of his service as Interim CEO.PAY RATIO DISCLOSURESummaryAs required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the median employee's annual total compensation to the annual total compensation of the principal executive officer. The Company's principal executive officer is Mr. Ghali (the "CEO").MethodTo reasonably identify the median employee, the Company prepared a list of all employees (excluding the CEO) as of December 31, 2018. The list included part-time employees. As of December 31, 2018, the Company employed 2,725 persons (other than the CEO) of which 993 were located in the United States, 482 were located in Europe, 845 were located in the Middle East and 405 were located in other geographic areas. In certain geographic areas, such as the Middle East, compensation includes allowances (i.e., housing, travel, food, etc.) which are customary in such geographic areas.To identify the "median employee," the Company extracted the gross wages from the Company's payroll records as well as any allowances paid by the Company or paid the employee for each employee. The Company annualized wages and salaries for those permanent employees that were not employed for the full year of 2018.The Company then determined the employee on the list who had the median total compensation. The Company identified this employee as the median employee.Following this, the Company estimated the median employee's annual total compensation in the same manner as the "total" compensation shown for our CEO in the section titled "Summary Compensation Table." However, as our CEO only served as CEO for three months of 2018, for purposes of calculating his annual total compensation for 2018 for the pay ratio calculation, we annualized the salary which he is to receive for his services as CEO but did not annualize any other aspect of his total compensation for 2018; accordingly, there is a difference between our CEO's total compensation calculated for our the purposes of determining the pay ration and the total compensation for our CEO which appears in the section titled "Summary Compensation Table."2018 Pay RatioThe median employee's 2018 estimated annual total compensation was $65,648. The CEO's 2018 annual total compensation (as annualized) was $763,173. The ratio of the CEO to median employee's 2018 estimated annual total compensation was 12:1.Other than our former Interim CEO and our current CEO whose compensation as such is reflected on the Summary Compensation Table above, the table below details the compensation paid to our directors for their service as a director in 2018. The Board pays each non-employee director $120,000 for his or her service, of which, until December 2018, $80,000 was payable in cash and $40,000 was payable in deferred stock units; after December 2018, payments will be made 60% in the form of deferred stock units and 40% in cash. Also, the Chairman of the Board receives an additional annual retainer of $60,000, payable as $30,000 in cash and $30,000 in the form of deferred stock units. The Chairman of the Compensation Committee and the Chairman of the Governance and Nominating Committee each continue to receive an additional annual committee chairman's fee of $5,000 payable in cash, and the Chairman of the Audit Committee continues to receive an additional annual committee chairman's fee of $10,000 payable in cash. Directors may elect to receive deferred stock units in lieu of a cash payment. Fees Earned or
paid in Cash
$ Stock Awards
$(1) Total
$ 117,500 40,000 117,250 21,250 75,000 96,250 85,000 40,000 85,000 20,000 78,000 98,000 20,000 72,000 92,000 80,000 40,000 120,000 81,000 40,000 121,000 90,000 40,000 130,000 106,349 — 188,046 188,046 — 106,349 (1)The amounts reported in these columns reflect the aggregate grant date fair value of stock awards, grants of stock options and grants of deferred stock units ("DSUs") calculated in accordance with ASC 718. The amounts for options and DSUs do not reflect compensation actually received by the director. The actual value, if any, that a director may realize from an option award is contingent upon the excess of the stock price over the exercise price, if any, on the date the option is exercised; the actual value that a director may realize from a DSU is contingent upon the stock price on the date the DSU is settled following the termination of a director's service on the Board. Thus, there is no assurance that the value eventually realized by the director will correspond to the amount shown.(2)Mr. Sgro was appointed as Chairman of the Board effective October 1, 2018.(3)Mr. Ajdler was appointed as a director effective as of October 1, 2018. Mr. Ajdler elected to receive DSUs in lieu of a portion of his cash payment.(4)Mr. Chadwick was appointed as a director effective as of October 1, 2018. Mr. Chadwick elected to receive DSUs in lieu of a portion of his cash payment.(5)Mr. Evans served as Interim CEO until October 1, 2018 at which time he returned to his service on the Board. The amounts shown in the table reflect the amounts earned by Mr. Evans after his service as Interim CEO. Mr. Evans elected to receive DSUs in lieu of a portion of his cash payment.(6)Mr. Clymer's board service ended on December 6, 2018.(7)Mr. Curts resigned from the Board effective September 14, 2018. This amount includes the payment of $42,600 in cash which was paid to Mr. Curts following his resignation in lieu of shares to be issued upon the settlement of certain DSUs held by Mr. Curts; such DSUs were issued to Mr. Curts as part of his compensation for Board service..(8)Mr. Martin resigned from the Board effective September 18, 2018. This amount includes the payment of $75,546 in cash which was paid to Mr. Martin following his resignation in lieu of shares to be issued upon thesettlement of certain DSUs held by Mr. Martin; such DSUs were issued to Mr Martin as part of his compensation for Board service.Employment Agreement with Irvin E. RichterUnder an employment agreement effective December 31, 2014 with a five-year term, Irvin E. Richter receives an annual compensation of $1,400,000 and is eligible to receive an annual bonus in an amount, if any, to be determined by the Board. The agreement further provides that Mr. Richter is entitled to all benefits provided to employees of the Company during the term of the agreement. In addition, the Company agrees to provide him with two vehicles for his use and pays certain life insurance, medical and disability premiums during the term of the agreement. During 2018, Mr. Richter received a base salary of $1,400,000 and no bonus. Mr. Richter is entitled to severance benefits upon the occurrence of certain events as set forth in the agreement, including a termination by the Company without cause, by Mr. Richter for good reason or by Mr. Richter within two years of a change of control. If such an event would have occurred on December 31, 2018, Mr. Richter would have been eligible to receive approximately $4,641,000 in severance benefits.The following table shows information regarding the beneficial ownership of our common stock as of April 15, 2019, unless otherwise stated in a footnote to the table below, by each person or entity known by us to beneficially own more than five percent of our common stock, by our directors, by our named executive officers and by all our directors and executive officers as a group. For purposes of the following table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or sole or shared investment power with respect to a security, or any combination thereof, and the right to acquire such power (for example, through the exercise of employee stock options granted by the Company) within 60 days. Unless otherwise indicated, the address of each of the beneficial owners is c/o Hill International, Inc., One Commerce Square, 2005 Market Street,17th Floor, Philadelphia, PA 19103. As of April 15, 2019, there were 55,659,788 shares of our common stock outstanding.Name and Address of Beneficial Owner Shares of
Common Stock
Beneficially Owned Number of Shares Percent
1370 Broadway, 5 Floor,
New York, NY 10016 5,555,256 (1) 9.98 %
274 Carter Road,
Princeton, NJ 08540 4,073,467 (2) 7.32 %
54 Fries Lane,
Cherry Hill, NJ 08003 3,905,413 (3) 7.02 %
6060 Parkland Boulevard, Suite 200,
Cleveland, OH 44124 3,593,462 (4) 6.46 %
777 Third Avenue, 37th Floor,
New York, NY 10017 2,797,052 (5) 5.03 % 645,820 (6) 1.16 % 31,800 (7) * 50,540 (8) * 66,948 (9) * 15,364 (10) * 297,973 (11) * 235,447 (12) * 91.719 (13) * 82,120 (14) * 150,400 (15) * 25,047 (16) * — * — * — (17) * 105,000 * 7,282,510 13.08 % (1)The beneficial ownership information is based solely upon the Form 4 filed with the SEC on January 9, 2019. Mr. Ajdler was appointed as a director, effective October 1, 2018.(2)The beneficial ownership information is based upon the schedule 13D/A filed with the SEC on July 10, 2018 which includes 3,002,840 shares held by Richter Capital LLC. Mr. Richter holds certain board observer rights, pursuant to a previously disclosed Board Observer and Standstill Agreement, dated December 5, 2018.(3)The beneficial ownership information is based upon the Form 4 filed with the SEC on November 30, 2017 and information available to the Company.(4)The beneficial ownership information is based solely upon the Schedule 13D/A filed with the SEC on September 13, 2018 and information available to the Company.(5)The beneficial ownership information is based solely on a Schedule 13D/A filed with the SEC on September 20, 2016.(6)Includes 450,000 shares issuable upon the exercise of options held by Mr. Ghali, 20,942 shares of common stock held in the Company's 401(k) Plan and 1,847 shares of common stock held in the Company's employee stock purchase plan.(7)Mr. Weintraub was appointed as our Senior Vice President and CFO as of November 30, 2018.(8)Includes 50,540 shares held by Mr. Griffin, directly and 18,000 shares issuable upon the exercise of options held by Mr. Griffin based upon information available to the Company.(9)Includes 6,024 purchased by Mr. Kardous through the Company Employee Stock Purchase Plan, 37,000 shares issuable upon the exercise of options held by Mr. Kardous and 23,924 shares held directly by Mr. Kardous.(10)Includes 6,024 purchased by Mr. Levergood through the Company Employee Stock Purchase Plan, 10,000 shares issuable upon the exercise of options held by Mr. Levergood and 262 shares held for Mr. Levergood's benefit in the Company's 401(k) Plan.(11)Includes 34,500 shares issuable upon the settlement of deferred stock units held by Mr. Evans.(12)Includes 39,577 shares issuable upon the settlement of deferred stock units held by Mr. Sgro and shares held by .Jamarant Capital, L.P., of which Mr. Sgro is a Managing Member. Mr. Sgro disclaims beneficial ownership of the shares held by Jamarant Capital, L.P.(13)Includes 23,987 shares issuable upon the settlement of deferred stock units held by Mr. Fellheimer.(14)Includes 23,987 shares issuable upon the settlement of deferred stock units held by Ms. Andrews.(15)Includes 51,248 shares issuable upon the settlement of deferred stock units held by Mr. Gillman and 99,152 shares held in Mr. Gillman's 401(k) account.(16)Includes 25,047 shares issuable upon the settlement of deferred stock units held by Mr. Chadwick.(17)Effective October 17, 2018, Mr. Martinez is no longer an employee of the Company.Equity Compensation Plan InformationThe following table provides information as of December 31, 2018 for common shares (in thousands) of the Company that may be issued under our 2008 Employee Stock Purchase Plan and our 2017 Equity Compensation Plan. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on April 1, 2019 for further information related to these plans. Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column A) (1) A B C 2,953 $3.93 8,031 — — — 2,953 $3.93 8,031 (1)As of December 31, 2018, the Company had 3,321 shares remaining available for future issuance under our 2006 Employee Stock Option Plan 1,195 shares remaining available for future issuance under our 2008 Employee Stock Purchase Plan, 208 shares remaining available for future issuance under our 2009 Non-Employee Director Stock Grant Plan and 3,307 shares remaining available for future issuance under our 2017 Equity Compensation Plan. Future grants are no longer available under our 2006 Employee Stock Option Plan or our 2009 Non-Employee Director Stock Thornton LLP (“Grant Plan.Certain Relationships and Related Transactions, and Director Independence.Transactions with Related PersonsFor the year ended December 31, 2018, there were no transactions, or series of similar transactions, to which the Company was or is to be a party in which the amount exceeded $120,000, and in which any of our directors or executive officers, any holders of more than 5% of our common stock or any members of any such person's immediate family, had or will have a direct or indirect material interest, other than compensation described in "Executive Compensation" and "Director Compensation."It is the policy and practice of our Board to review and assess information concerning transactions involving related persons. Related persons include our directors and executive officers and their immediate family members. If the determination is made that a related person has a material interest in a transaction involving us, then the disinterested members of the Board would review and, if appropriate, approve or ratify it, and we would disclose the transaction in accordance with SEC rules and regulations. If the related person is a member of the Board, or a family member of a director, then that director would not participate in any determination involving the transaction at issue.Our Code of Ethics and Business Conduct prohibits all employees, including our executive officers, from benefitting personally from any transactions with us other than approved compensation benefits.PRINCIPAL ACCOUNTING FEES AND SERVICESEisnerAmper LLP ("EisnerAmper"Thornton”) served as the Company'sCompany’s independent registered public accounting firm for the fiscal years ended December 31, 20182021 and 2017, however, as described below, the Company also engaged KPMG LLP to render services during the fiscal year ended December 31, 2017.2020, respectively. The fees and expenses for services rendered in the past two fiscal years are set forth in the table below. The Audit Committee pre-approved all of these services. Type of Fees (in thousands) 2021 2020 Audit Fees (1) $ 1,738 $ 1,825 Audit — Related Fees (2) 39 39 Total Fees $ 1,822 $ 1,864 2018 2017 EisnerAmper KPMG Total $ 3,170 $3,923 $901 $ 4,824 46 — — — 71 — 25 25 $ 3,287 $3,923 $926 $ 4,849
(1)(1) During 2017, auditalso included amounts billed for servicesconsist of fees incurred for the audit of the amended 10-Ks for the years ended December 31, 2014, 2015 and 2016 and amended 10-Qs for the periods ended March 31, 2017 and other services related to SEC matters.(2)Audit-related fees consist of assurance and related services rendered by EisnerAmper that are reasonably related to the performance of the audit or the review of our financial statements that are not included as audit fees. These services include consultation on accounting matters in foreign jurisdictions, due diligence related to mergers and acquisitions, consultation on financial accounting and reporting.(3)All other fees and expense reimbursements include payments to EisnerAmper in 2018 related to a non-audit or tax project and payments made to KPMG in 2017 related to expense reimbursements.Change of Independent Public AccountantsOn April 19, 2017, the Company dismissed EisnerAmper LLP ("EisnerAmper") as its independent registered public accounting firm. The decision to change independent registered public accounting firms was approved by the Audit Committee of the Company's Board of Directors. Such dismissal became effective upon completion by EisnerAmper of its review of the unaudited quarterly financial statements of Hill International, Inc. for the fiscal quarter ended March 31, 2017 and the filing of the related Quarterly Report on Form 10-Q with the SEC on May 10, 2017.Also on April 19, 2017, after reviewing proposals from several accounting firms, including EisnerAmper, the Audit Committee of the Board of Directors of the Company selected KPMG LLP ("KPMG") to be appointed following the filing of the Form 10-Q related to the fiscal quarter ended March 31, 2017 to serve as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2017. During the two fiscal years ended December 31, 2016, and the subsequent interim period through March 31, 2017, the Company did not consult with KPMG regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.The audit report of EisnerAmper on the consolidated financial statements of Hill International, Inc. as of and for the years ended December 31, 2016 and 2015, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of EisnerAmper LLP on the effectiveness of internal control over financial reporting for the Company as of December 31, 2016 and 2015 did conclude that internal controls over financial reporting were not effective due to identified material weaknesses.During the two fiscal years ended December 31, 2016, and the subsequent interim period through March 31, 2017, there were no: (1) disagreements with EisnerAmper on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that EisnerAmper advised the Company it agreed with the Company that certain deficiencies in the Company's internal control over financial reporting discussed with the Company during EisnerAmper's audits of the Company's consolidated financial statements for the years ended December 31, 2016 and 2015 constituted material weaknesses.On March 28, 2018, the Company dismissed KPMG as its independent registered public accounting firm. The decision to change independent registered public accounting firms was approved by the Audit Committee of the Company's Board of Directors (the "Audit Committee"). Also on March 28, 2018, the Audit Committee entered into an agreement with EisnerAmper to serve as the Company's independent registered public accounting firm. Such dismissal and appointment reflects the Audit Committee's belief that EisnerAmper, who served as the Company's independent public accounting firm during the restatement, will be able to complete the restatement as well as the audit of the Company's 2017 financial statements as expeditiously as possible. The Company consulted with EisnerAmper regarding the application of accounting principles in conjunction with the original audit and the restatement; however, the Company did not consult with EisnerAmper regarding any of the matters or events set forth in Item 304(a)(2)(ii) of Regulation S-K other than those related to the restatement.As disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2018, management has identified certain deficiencies that rose to the level of a material weakness related to (i) failure to maintain effective controls over certain information technology systems and processes that are relevant to the preparation of the Company's consolidated financial statements, (ii) failure to maintain effective monitoring and review activities including the timely assessment of control design gaps and their impact to the control environment, (iii) failure to maintain effective controls over the financial reporting process, including the application of relevant accounting standards due to an inappropriate complement of personnel with the necessary level of accounting knowledge, experience, and training in the application of US GAAP commensurate with its financial reporting requirements and the complexity of the Company's operations and transactions, (iv) misapplication of US GAAP as it relates to the estimation of the potential loss on the Company's accounts receivable and related balances, (v) inadequate design or not having controls to accurately determine the Company's liability and ensure compliance with certain tax laws and employment regulations of the jurisdictions in which the Company operates, (vi) failure to maintain effective controls over the accurate preparation, recording, and review of foreign currency related transactions in accordance with ASC 830, Foreign Currency Matters, (vii) failure to maintain effective controls to ensure the accurate preparation and review of the cash flow statement in accordance with ASC 230, Statement of Cash Flows, (viii) failure to maintain effective policies, procedures, and controls to ensure that the revenue recognition accounting for certain customer contracts was performed in accordance with ASC 605-35, Revenue Recognition, (ix) failure to maintain effective controls over the monitoring of employee termination dates related to participants in the stock option program, and (x) failure to maintain effective controls over its income tax provision and related balance sheet accounts (collectively, the "Material Weaknesses").As a result of these Material Weaknesses, management concluded that, as of December 31, 2018, the Company's internal control over financial reporting was not effective.The Audit Committee of the Company's Board of Directors discussed the Material Weaknesses with EisnerAmper.The Company's management, with oversight from the Audit Committee of the Company's Board of Directors, is actively engaged in remediation efforts to address the Material Weaknesses. Management has taken and will take a number of actions to remediate the Material Weaknesses as are described in the Company's annual report on Form 10-K for the year ended December 31, 2018 which description is incorporated by reference herein.When fully implemented and operational, the Company's management believes the Company's measures will remediate the Material Weaknesses identified and strengthen its internal control over financial reporting. The Company is committed to continuing to improve its internal control processes, and will continue to diligently and vigorously review its financial reporting controls and procedures. As the Company's management continues to evaluate and work to improve its internal control over financial reporting, the Company's management may determine to take additional measures to address the Material Weaknesses or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described in the Company's annual report on Form 10-K for the year ended December 31, 2018.Committee'sCommittee’s responsibilities under the Exchange Act to the Company'sCompany’s management. Under the second method, the engagement to render the services would be presented to and pre-approved by the Audit Committee (subject to the de minimis exceptions for non-audit services described AUDIT COMMITTEE REPORT Company'sCompany’s financial reporting process on behalf of, and reports to, the Board. The Audit Committee has oversight of: (a) the integrity of the Company'sCompany’s financial statements; (b) the Company'sCompany’s compliance with legal and regulatory requirements; (c) the qualifications and independence of the Company'sCompany’s registered independent public accounting firm; (d) the Company'sCompany’s systems of internal controls established for finance, accounting, legal compliance and ethics; (e) the performance of the Company'sCompany’s registered independent public accounting firm; and (f) the integrity of the financial reports and other financial information prepared by the Company for submission to any governmental or regulatory body or the public. A more complete description of the duties and responsibilities of the Audit Committee is set forth in the Audit Committee'sCommittee’s charter, which has been adopted by the Board. A copy of the Audit Committee Charter can be found in the Company'sCompany’s website atwww.hillintl.com, in the "Investors"“Investors” section.Company'sCompany’s internal control over financial reporting. EisnerAmper,Grant Thornton, the Company'sCompany’s independent registered public accounting firm for 2018,2021, is responsible for auditing those financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles and on the effectiveness of the Company'sCompany’s internal control over financial reporting.EisnerAmperGrant Thornton the audited financial statements for the year ended December 31, 20182021 and EisnerAmper'sGrant Thornton’s evaluation of the Company'sCompany’s internal control over financial reporting. The Audit Committee has discussed with EisnerAmperGrant Thornton the matters that are required to be discussed by Statement on Auditing Standards No. 61, Communication with the Audit Committees, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) in Rule 3200T. EisnerAmperGrant Thornton has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant'saccountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with EisnerAmperGrant Thornton that firm'sfirm’s independence. The Audit Committee has reviewed and approved the compatibility of EisnerAmperGrant Thornton providing both audit and non-audit services to the Company and its affiliates with EisnerAmper'sGrant Thornton’s independence. The Audit Committee has also reviewed and approved, among other things, the amount of fees paid to EisnerAmperGrant Thornton for audit and non-audit services.Company'sCompany’s Board of Directors that the audited financial statements for the year ended December 31, 20182021 be included in the Company'sCompany’s Annual Report on Form 10-K for 20182021 for filing with the Securities and Exchange Commission. This report is provided by the following independent directors, who comprise the Audit Committee:
Grant McCullagh
James Chadwick (Chairman)RenacciAlan S. FellheimerSue SteeleCharles M. Gillman EXECUTIVE COMPENSATION EBITDA Level
(% of “Target
Performance”)
(% of Target
Pay Opportunity) Below Threshold <79.9% 0% Threshold 79.9% 20% Target 100% 100% High Target 114.9% 200% Maximum 129.9% 300% Sales Level
(% of “Target
Performance”)
(% of
Target Pay
Opportunity) Below Threshold <91.5% 0% Threshold 91.5% 50% Target 100% 100% Maximum 115.9% 200% Gross Collections / Days Outstanding — Company-wide Level
Number of Days
Outstanding
(% of “Target
Performance”)
(% of Target
Pay Opportunity) Below Threshold >195 >102.6% 0% Threshold 195 102.6% 50% Target 190 100% 100% Maximum 185 97.4% 200% Gross Collections / Days Outstanding — ME/APAC Level
Number of Days
Outstanding
(% of “Target
Performance”)
(% of Target
Pay Opportunity) Below Threshold >220 >104.7% 0% Threshold 220 104.7% 50% Target 210 100% 100% Maximum 200 95.2% 200% Financial Objectives Metric
Weight Threshold Target High Target Maximum 2021 Metric
Factor EBITDA 70% $20.587 million $25.734 million $29.594 million $33.454 million $16.4 million 0% Sales Performance 20% $355.0 million $395.0 million n/a $435.0 million $435.0 million 0% DSOs — Raouf S. Ghali 10% 143 138 n/a 133 118 0% — Abdo E. Kardous 10% 192 185 n/a 178 164 0% — Todd Weintraub 10% 143 138 n/a 133 118 0% Name
Award
Award
Award
Bonus Payout Factor
Award Raouf S. Ghali $ 675,000 $ 195,750 (1) 0% $ 0 Abdo E. Kardous 100,000 29,000 (1) 0% 0 Todd Weintraub 205,000 59,450 (1) 0% 0 Name
Incentive Award
Amount Fixed
Cash Value
Number
of Shares to be
Issued Upon
Settlement
of DSUs/RSUs
Grant
Date Fair
Value of
Time-Based
DSUs/RSUs
Number of
Shares to be
Issued Upon
Settlement of
Time-Based
DSUs/RSUs
Grant Date
Fair Value of
Performance-
Based
DSU/RSUs (1)
of Shares to be
Issued Upon
Settlement of
Performance-
Based
DSUs/RSUs Raouf S. Ghali $ 451,914 382,978 $ 451,914 191,489 — 191,489 Abdo E. Kardous 112,976 63,829 112,976 47,871 — 15,958 Todd Weintraub 110,467 93,616 110,467 46,8089 — 46,808 Level
(EBITDA over
vesting period)
(% of Restricted
Stock Opportunity) Below Threshold <$33,000,000 0% Threshold 33,000,000 50% Target 38,000,000 100% Maximum 43,000,000 200% EBITDA Level
(% of “Target
Performance”)
(% of Target Pay
Opportunity) Below Threshold <79.9% 0% Threshold 79.9% 20% Target 100.0% 100% High Target 114.9% 200% Maximum 129.9% 300% Sales Level
(% of “Target
Performance”)
(% of Target Pay
Opportunity) Below Threshold <91.5% 0% Threshold 91.5% 50% Target 100.0% 100% Maximum 115.9% 200% Gross Collections / Days Outstanding – Company-wide Level
Number of Days
Outstanding
(% of “Target
Performance”)
(% of Target Pay
Opportunity) Below Threshold >195 >102.6% 0% Threshold 195 102.6% 50% Target 190 100.0 100% Maximum 185 97.4 200% Gross Collections / Days Outstanding – ME/APAC Level
Number of Days
Outstanding
(% of “Target
Performance”)
(% of Target Pay
Opportunity) Below Threshold >200 >104.7% 0% Threshold 220 104.7% 50% Target 210 100.0% 100% Maximum 200 95.2% 200% Financial Objectives Metric
Weight Threshold Target
Target Maximum
Metric
Factor
Payout EBITDA 55% $20.587 million $25.734 million $29.594 million $33.454 million $19.0 million 0% Sales Performance 35% $375.0 million $410.0 million n/a $475.0 million $370.0 million 0% DSOs Raouf S. Ghali 10% 195 190 n/a 185 143 200% Abdo E. Kardous 10% 220 210 n/a 200 201 190% Todd Weintraub 10% 195 190 n/a 185 143 200% Name
Award
Threshold
Award
Maximum
Award
Weighted
Bonus
Payout Factor
Actual
Award Raouf S. Ghali $ 675,000 $ 226,125 $ 1,721,250 20% $ 135,000 Abdo E. Kardous 100,000 33,500 255,000 19% 19,000 Todd Weintraub 205,000 68,675 522,750 20% 41,000 Name
Incentive
Award
Amount
Fixed Cash
Value
of Shares to
be Issued
Upon Settlement
of DSUs/RSUs
Grant Date
Fair Value of
Time-Based
DSUs/RSUs
of Shares
to be Issued
Upon
Settlement
of Time-Based
DSUs/RSUs
Grant Date
Fair Value of
Performance-
Based
DSUs/RSUs (1)
of Shares to be
Issued Upon
Settlement of
Performance-
Based
DSUs/RSUs Raouf S. Ghali $ 900,000 274,390 $ 450,000 137,915 $ — 137,195 Abdo E. Kardous 150,000 45,731 112,500 34,298 — 11,432 Todd Weintraub. 220,000 67,073 110,000 33,537 — 33,536 Level
(EBITDA over
vesting period)
(% of Restricted
Stock Opportunity) Below Threshold <$33,000,000 0% Threshold 33,000,000 50% Target 38,000,000 100% Maximum 43,000,000 200% Name and Principal Position Year
$
Awards
$(1)
Incentive Plan
Compensation
$(2)
Compensation
$(3)
$ Raouf S. Ghali, 2021 725,000 450,000 — 23,508.00 1,198,508 President and Chief Executive Officer 2020 725,000 450,000 135,000 33,855 1,343,855 Abdo E. Kardous, 2021 525,000 112,500 — 7,149.78 644,649.78 Regional President (Middle East) 2020 525,000 112,500 19,000 20,733 677,233 Todd Weintraub, 2021 410,000 110,000 — 26,285.52 546,285.52 Chief Financial Officer 2020 410,000 110,000 41,000 17,100 578,100 Option Awards Stock Awards Name
securities
underlying
unexercised
options (#)
exercisable
securities
underlying
unexercised
options (#)
unexercisable
exercise
price
expiration
date
Incentive Plan:
Awards:
Number of
unearned shares,
units or other
rights that
have not
vested (#)
Incentive Plan
Awards:
Market value
of unearned
shares, units
or other
rights that
have not
vested ($) Raouf S. Ghali 200,000 — (1) 4.03 1/27/2022 250,000 — (2) 4.00 4/2/2023 200,000 50,000 (3) 4.65 3/08/2024 333,333 166,667 (4) 3.13 6/11/2024 139,319 (5) 450,000 46,440 (6) 150,000 137,195 (7) 450,000 91,463 (8) 300,000 191,489 (9) 451,914 191,489 (10) 451,914 Abdo E. Kardous 6,821 (5) 22,174 6,821 (6) 22,174 11,432 (7) 37,497 22,864 (8) 74,994 47,871 (9) 112,976 15,958 (10) 37,661 Todd Weintraub 31,734 (5) 102,501 10,578 (6) 34,167 33,537 (7) 110,001 22,358 (8) 73,333 46,808 (9) 110,467 ��� 46,808 (10) 110,467 DIRECTOR COMPENSATION
paid in Cash
$
Awards $(1)
$ David Sgro 64,000 96,000 160,000 Arnaud Ajdler(2) — 124,994 124,994 Paul J. Evans 52,000 78,000 130,000 Grant McCullagh 48,000 71,999 119,999 Sue Steele 50,000 75,000 125,000 James B. Renacci 48,000 71,999 119,999 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Name and Address of Beneficial Owner
Common Stock
Beneficially Owned Number of Shares Percent
1370 Broadway, 5 Floor,
New York, NY 10016 5,771,251(1) 10.1%
280 Congress Street, Boston,
MA 02210 4,485,050(2) 7.8%
6060 Parkland Boulevard, Suite 200,
Cleveland, OH 44124 4,273,778(3) 7.5%
274 Carter Road,
Princeton, NJ 08540 2,904,105(4) 5.1%
64 Broad Street, 3rd Floor,
Boston, MA 02109 2,890,714(5) 5.1% NAMED EXECUTIVE OFFICERS AND DIRECTORS: Raouf S. Ghali 1,531,846(6) 2.6% Abdo E. Kardous 152,939(7) * Todd Weintraub. 192,549(8) 1.0% David Sgro 565,044(9) * Paul J. Evans 425,000(10) * Grant G. McCullagh 121,821(11) * James B. Renacci 120,805(12) * Sue Steele 100,621(13) * All directors and executive officers as a group (10 persons) 9,280,815 16.2%
to be issued upon
exercise of
outstanding options,
warrants and rights
exercise price of
outstanding options,
warrants and rights
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column A) (1) Plan Category A B C
holders 4,507 $ 3.06 1,441 Equity compensation plans not approved by security holders — — — Total 4,507 $ 3.06 1,441 Other Matters Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports Company'sCompany’s knowledge based on a review of copies of such reports furnished to Hillthe Company and on written representations made by such persons, all of the Company'sCompany’s directors, executive officers and beneficial owners of more than 10% of our common stock have complied with all Section 16(a) filing requirements with respect to 2018 except that, due to administrative oversights, required Form 4 reports were not filed on a timely basis on behalf of Paul J. Evans (1 transaction), Gregory Wolf (2 transactions) and James M. Chadwick (1 transaction).
2021. Annual Report Company's 2018Company’s 2021 Annual Report, which includes the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2021, and which is not part of the proxy soliciting material, is enclosed. The 20182021 Annual Report is being furnished to our stockholders without the exhibits to the Form 10-K. The Company will provide at no charge a copy of the exhibits to any stockholder upon request. Stockholders may under some circumstances be responsible for the Company'sCompany’s reasonable expenses in furnishing such exhibits.20182021 Annual Report to that account by writing to William H. Dengler, Jr., Corporate Secretary, at the Company'sCompany’s principal executive office: One Commerce Square, 2005 Market Street, 17th Floor, Philadelphia, PA 19103; or by calling Hill'sHill’s investor relations consultant, The Equity Group, Inc., at (212) 836-9600. Delivery of Documents to Stockholders Sharing an Address 20172021 Annual Report to multiple shareowners who share an address, unless that nominee has received contrary instructions from one or more of the stockholders. Hill will deliver promptly, upon written or oral request, a separate copy of this proxy statement and the 20172021 Annual Report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and annual report, now or in the future, should submit this request in writing to William H. Dengler, Jr., Corporate Secretary, at the Company'sCompany’s principal executive office: One Commerce Square, 2005 Market Street, 17th Floor, Philadelphia, PA 19103; or by calling Hill'sHill’s Investor Relations consultant, The Equity Group, Inc., at (212) 836-9600. Appendix I: Amendments to the Amended and Restated Certificate of Incorporation to Declassify the Board of Directors OF HILL INTERNATIONAL, INC. JUNE 11, 2019 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OFJuly 6, 2022THIS PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report are available at: www.hillintl.com in the "Investor Relations" section. Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20430000000000001000 7 061119 2. Advisory vote to approve the Company’s named executive execution of this Proxy of a Notice of 2019 Annual Meeting and a Proxy Statement changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. To elect the following persons to the Board of Directors of the Company for the term described in the Proxy Statement: NOMINEES: FOR ALL NOMINEESO David Sgro O Sue Steele WITHHOLD AUTHORITYO Grant G. McCullagh FOR ALL NOMINEESO Paul J. Evans FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN officer compensation The undersigned acknowledges receipt from Hill International, Inc. prior to the dated April 30, 2019. THIS PROXY IS15 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. Mark here if you plan to attend the Annual Meeting. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Stockholder Date: Signature of StockholderDate:- 1 HILL INTERNATIONAL, INC. PROXY FOR 2018 ANNUAL MEETING OF STOCKHOLDERS JUNE 11, 2019 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TheDIRECTORSThe undersigned stockholder of Hill International, Inc. hereby appoints Raouf S. Ghali and William H. Dengler, Jr. and each of them, with full power of substitution, as proxies to vote the shares of stock which the undersigned could vote if personally present at the 20192022 Annual Meeting of Stockholders of Hill International, Inc. to be held on June 11, 2019,July 6, 2022, at 11:10:00 a.m. Eastern Time, at One Commerce Square, 2005 Market St., 1st17th Floor, Philadelphia, PA 19103, and at any adjournment or postponement thereof, as hereinafter specified and, in their discretion, upon such other matters as may properly come before the meeting. The undersigned hereby revokes all proxies previously given. If the undersigned holds any of the shares of common stock in a fiduciary, custodial or joint capacity or capacities, this proxy is signed by the undersigned in every such capacity as well as individually. Whenindividually.When properly executed, this proxy will be voted in the manner directed herein. On matters for which you do not specify a choice, the shares will be voted in accordance with the recommendation of the Board of Directors. If no direction is made, this proxy will be voted “FOR”"FOR" Proposal 1, "FOR" each of the nominees listed in Proposal 12, "FOR" Proposal 3, and “FOR”"FOR" Proposal 2. (Continued4.(Continued and to be signed on the reverse side) 14475COMMENTS,• 1.1 COMMENTS:14475.