George E. Massaro Director since May 2004 Noaminating and Corporate Governance Committee (Member)

Professional Experience

Mr. Massaro resumed the position ofhas served as Vice Chairman of Huron’s board insince May 2010, a role heand had previously served in the role from March 2005 until July 2009, when2009. In the interim, he was appointed had served asNon-executive Chairman of Huron in order to assist the new management team upon the departureduring a period of our former chairman. Mr. Massaro served as Non-executive Chairman of Huron’s board from July 2009 until May 2010. He has served as a director since May 2004.transition. Mr. Massaro joined the Company in August 2002 as a managing director, served as our Chief Operating Officer from June 2003 until March 2005, and endedceased his employment with Huron in February 2009. He serves on the Nominating and Corporate Governance Committee.

Professional Experience

Prior to joining Huron, Mr. Massaro served as the managing partner of Arthur Andersen LLP’s1,200-person New England practice from 1998 to 2002 and managing partner of the Boston office from 1995 to 1998. Mr. Massaro has served clients in the financial services and high-technology industries.

Board Service

Mr. Massaro serveshas served as a director of Charles River Laboratories, a public provider of research products and preclinical services for the biomedical community, since 2003, and currently serves as chairman of the audit committee. Mr. Massaro had served as a member of the board of trustees of Mount Auburn Hospital in Cambridge until December 2017. He had served as a member of the finance committee of the Archdiocese of Boston until December 2017. Mr. Massaro had also served on the board of directors of Eastern Bank Corporation, an independent mutual bank holding company in New England. He is also a member of the board of trustees of Mount Auburn Hospital in Cambridge. In addition, Mr. Massaro is a member of the finance committee of the Archdiocese of Boston.

England, from February 2003 until December 2017.

Education

Mr. Massaro received a B.A. in Accounting and Finance from Bentley College and an MBA from Babson College.

Individual Contributions

AsMr. Massaro contributes to the formerHuron board his unique understanding of our business and history, gained not only through his prior service as our Chief Operating Officer of Huron from 2003 to 2005, but also through his leadership of a Huron practice. Mr. Massaro possesses a distinctive understanding of Huron’s business and history. HisMassaro’s many years of experience in public accounting, and management of a professional services practice, as well as hisand service on the boards of healthcare and pharma-centered institutions, enablehave enabled him to provide a broad range ofinvaluable business insights as well asalong with contacts in the business community.

EXECUTIVE OFFICERS

The Company’s executive officers are as follows:

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

		John S. Moody Mr. MoodyC. Mark Husseywas appointed Chief Operating Officer of Huron in February 2014. He has served on our board of directorsas Executive Vice President since November 2005.July 2011. He had served as Chief Financial Officer from July 2011 until January 2017. From that dateJuly 2011 until February 2016, he served as Chairman of the Compensation Committee, on which he continuesHuron’s Treasurer. Prior to serve. He also serves on the Audit Committee. Professional Experience Since January 2014,joining Huron, from 2002 to 2011, Mr. Moody has been chief executive officer of Parkside Capital, formerly known as ProTerra Realty, a fund manager investing in real estate in Houston, Texas. He had previouslyHussey served as president of Parkside Capital since January 2007. From 2004chief financial officer at Crosscom National, LLC, a privately held professional IT services organization deploying and servicingin-store technology solutions for large, national retailers. In that role, he was responsible for all finance and administrative functions for the company. Prior to that, from 2000 until October 2005, Mr. Moody2002, he served as executive vice president and chief executivefinancial officer, of HRO Asset Management, LLC, a real estate advisory business. From 2001 to 2004,North America, at Information Resources, Inc. During his career, Mr. Moody servedHussey has held senior finance, accounting and investor relations positions at entities such as president of Marsh & McLennan Real Estate Advisors,EZLinks Golf, Inc., a business that directed the execution of real estate projects and transactions for Marsh & McLennan. From 1995 to 2000, Mr. Moody was president and chief executive officer of Cornerstone Properties,Dominick’s Finer Foods, Inc., and the Quaker Oats Company. Mr. Hussey received a REIT that acquired, developedB.S. in Accountancy from the University of Illinois, Urbana-Champaign and operated large-scale Class A office buildingsan MBA in major markets throughoutFinance from the United StatesUniversity of Chicago Graduate School of Business. He is a Chartered Financial Analyst, Certified Management Accountant, and that merged into Equity Office Properties Trust.Certified Public Accountant (Illinois). Board Service In November 2015, Mr. Moody John D. Kellywas appointed chairmanExecutive Vice President and Chief Financial Officer of the board of Four Corners Property Trust, Inc., a public real estate investment trust, where he also serves as chairman of the compensation committee. Mr. Moody joined the board of Hines Global REIT, a privately owned real estate investment, development and management company, in June 2009. He joined the board of directors of Potlatch Corp., a real estate investment trust, in September 2006, andHuron in January 2009, he assumed the role of vice chairman of Potlatch Corp. From 2001 to 2005, Mr. Moody served on the boards of directors of three publicly held REITs: Keystone Property Trust, CRIIMI MAE, Inc. and Equity Office Properties Trust. Education Mr. Moody received a B.A. in History from Stanford University and a J.D. with honors from The University of Texas School of Law. Individual Contributions Mr. Moody has spent the majority of his career working with real estate related businesses.2017. He has served on multiple boardsas Huron’s Treasurer since February 2016. He had served as Chief Accounting Officer of directors, includingHuron from February 2015 until January 2017, and had served as Corporate Vice President from November 2012 until his appointment as Executive Vice President. Previously, Mr. Kelly had served as Controller of Huron from November 2012 until February 2015, and prior to that served as Assistant Controller from October 2009. Mr. Kelly served as Huron’s Assistant Treasurer from February 2015 until February 2016. Prior to joining Huron’s Finance and Accounting department, Mr. Kelly was a Director in the Company’s Disputes and Investigations practice for three years, serving as chairmanclients in the manufacturing and vice chairman, of companies organized as real estate investment trusts engagedservices industries. Before he joined the Company in commercial real estate, as wellDecember 2006, Mr. Kelly had held several positions within Deloitte & Touche’s Assurance and Advisory Services group, most recently as a company offering diversified forest products. AsSenior Manager. He received both a B.S. and M.S. in Accounting from the former chief executive officerUniversity of Notre Dame. Mr. Kelly is a public company which owned Class A office buildings throughout the United States, as well as a professionally trained real estate and corporate attorney with broad experience in the capital markets, Mr. Moody has provided introductions to his many business contacts.

Certified Public Accountant (Illinois).

		Debra Zumwalt Ms. Zumwalt Diane E. Ratekinwas elected to Huron’s board of directors in October 2014. She is the Chair of the Compensation Committee, and also serves on the Nominating and Corporate Governance Committee. Professional Experience Since 2001, Ms. Zumwalt has been theappointed Vice President and General Counsel of Stanford UniversityHuron in February 2011, and iswas named Executive Vice President in chargeApril 2011. She was appointed Corporate Secretary in December 2011. She had previously served as Huron’s Assistant Corporate Secretary since May 2009. Ms. Ratekin has been employed in Huron’s legal department since January 2005, and previously served as Deputy General Counsel. Prior to joining Huron, Ms. Ratekin was a partner in the Corporate Department of McGuireWoods LLP. Previously, she spent 17 years in the legal department of Deutsche Investment Management Americas Inc., formerly known as Zurich Scudder Investments, Inc. and Kemper Financial Services, Inc., where she was a Director and Team Leader of the legal services provided to the UniversityCorporate and its two affiliated hospitals with combined annual revenues of over $9 billion.Investments Team. Before that, Ms. ZumwaltRatekin was a litigator at Jenner & Block. She is a member of the University CabinetAmerican Bar Association and provides governance, legal and strategic advicethe Chicago Bar Association. In July 2017, Ms. Ratekin was appointed to the boards of the University, Stanford Health Care, Lucile Packard Children’s Hospital at Stanford and Stanford Management Company, which manages over $24 billion in assets. Ms. Zumwalt is also a member of theMetropolitan Chicago Board of Overseers for SLAC National Accelerator Laboratory at Stanford, and a director of SUMIT Holding International, LLC and SUMIT Insurance Company Ltd., a holding company and captive insurance company providing insurance coverage for the Stanford hospitals and physicians. From 1993 to 2001, Ms. Zumwalt was a partner at Pillsbury Winthrop LLP, where she specialized in complex civil litigation and higher education law, and for whom she served as managing partner of the Silicon Valley office and a member of the firm’s governing board. Previously, from 1987 to 1993, Ms. Zumwalt was Senior University Counsel at Stanford, responsible for advising and representing the University in connection with congressional hearings, criminal and civil investigations, negotiations and litigation matters. Prior to joining Stanford in 1987, Ms. Zumwalt worked as litigation counsel for Chevron Chemical Company and as a litigation associate for Pillsbury Winthrop LLP in San Francisco. Board Service Ms. Zumwalt is currently a director of Exponent, Inc., an engineering and scientific consulting company. She is also on the boardDirectors of the American University of Afghanistan and the Academy of Art University and has served on other nonprofit boards in education and legal services. Education Ms. ZumwaltHeart Association. She received a B.S.B.A. in Political Science from Arizona State UniversityEnglish and a J.D. from Stanford Law School.the University of Iowa. DIRECTOR INDEPENDENCE Individual Contributions As a practicing attorneyOur Corporate Governance Guidelines require that the board of directors make an annual determination regarding the independence of each of our directors. The board of directors has determined that each of Messrs. Edwards, Lockhart, Massaro, McCartney and in-house counsel to a university with two affiliated hospitals,Moody and Ms. Zumwalt is able“independent” as defined in the applicable listing standards of The NASDAQ Stock Market, Inc. (“NASDAQ”). In making its determination, the board of directors considered the standards of independence set forth in the NASDAQ Corporate Governance Listing Standards and all relevant facts and circumstances to shareascertain whether there was any relationship between a director and the Company that, in the opinion of the board of directors, would interfere with the Huron board a depthexercise of experience negotiatingindependent judgment in carrying out the challenges faced by both higher education and healthcare organizations. Through her former serviceresponsibilities of the director or any material relationship with the Company (either directly, or as a court appointed arbitratorpartner, stockholder or officer of an organization that has a relationship with the Company). In determining that Ms. Zumwalt is independent, the board of directors conducted a thorough review of payments made by Stanford University, which employs Ms. Zumwalt, to the Company for consulting services provided by the Company. After taking into consideration that Stanford University engagements comprised 0.12% of Huron’s revenues for the year 2017, 0.60% for the year 2016, and bar association president,0.25% for the year 2015, the board of directors determined that this relationship would not interfere with Ms. Zumwalt’s exercise of independent judgment in carrying out her responsibilities as wella director. BOARD COMPOSITION, LEADERSHIP STRUCTUREAND RISK OVERSIGHT BOARD COMPOSITION The Nominating and Corporate Governance Committee, in conjunction with the Chair and the full board, is actively evaluating the future composition of the board in light of the age, tenure and experience of its current members. This multi-year refresh process is intended to ensure that the board has the best mix of knowledge, skills and business acumen, derived from high quality professional experience, to evaluate and support the Company’s strategy going forward. The Nominating and Corporate Governance Committee believes that its current directors, several of whom have extensive experience leading and managing professional service businesses, provide significant insight into the Company and its operations and provide valuable contributions to the board. The Committee also recognizes the potential benefits of the fresh perspectives that highly qualified new directors might bring to the board. The Nominating and Corporate Governance Committee will consider a variety of factors as her current rolesit works to enhance the composition of the board, increase diversity, reduce average tenure and ensure structured and orderly board succession through a process of both board member additions and retirements. As a result, during the next several years, the board may occasionally expand or contract as the refresh process is executed. It is the expressed desire of the board that it continue to remain relatively small in number and composed principally ofnon-executive directors. The Nominating and Corporate Governance Committee will consider as director on corporatecandidates qualified individuals recommended by stockholders through the process described below and, academic boards, Ms. Zumwalt contributes a unique perspective onalthough it has not done so in the lawpast, may consider candidates identified by professional search firms. BOARD LEADERSHIP Huron formally separated the roles of chairman of the board and governance.

Executive Officers

The Company’s executive officers are as follows:

James H. Roth’s biographical information is provided above under the caption “Nominees to Board of Directors.”

C. Mark Hussey was appointed Chief Operating Officer in February 2014. He has also served as Executive Vice President and Chief Financial Officer since July 2011. From that time until February 2016, he served as Huron’s Treasurer. Prior to joining Huron, from 2002 to 2011, Mr. Hussey served as chief financial officer at Crosscom National, LLC, a privately held professional IT services organization deploying and servicing in-store technology solutions for large, national retailers. In that role, he was responsible for all finance and administrative functions for the company. Prior to that, from 2000 until 2002, he served as executive vice president and chief financial officer, North America, at Information Resources, Inc. During his career, Mr. Hussey has held senior finance, accounting and investor relations positions at entities such as EZLinks Golf, Inc., Dominick’s Finer Foods, Inc., and the Quaker Oats Company. Mr. Hussey received a B.S. in Accountancy from the University of Illinois, Urbana-Champaign and an MBA in Finance from the University of Chicago Graduate School of Business. He is a Chartered Financial Analyst, Certified Management Accountant, and Certified Public Accountant (Illinois).

Diane E. Ratekin was appointed Vice President and General Counsel of Huron in February 2011, and was named Executive Vice President in April 2011. She was appointed Corporate Secretary in December 2011. She had previously served as Huron’s Assistant Corporate Secretary since May 2009. Ms. Ratekin has been employed in Huron’s legal department since January 2005, and previously served as Deputy General Counsel. Prior to joining Huron, Ms. Ratekin was a partner in the Corporate Department of McGuireWoods LLP. Previously, she spent 17 years in the legal department of Deutsche Investment Management Americas Inc., formerly known as Zurich Scudder Investments, Inc. and Kemper Financial Services, Inc., where she was a Director and Team Leader of the Corporate and Investments Team. Before that, Ms. Ratekin was a litigator at Jenner & Block. She is a member of the American Bar Association, the Chicago Bar Association and the Association of Corporate Counsel. She received a B.A. in English and a J.D. from the University of Iowa.

Director Independence

Our Corporate Governance Guidelines require that the board of directors make an annual determination regarding the independence of each of our directors. The board of directors has determined that each of Messrs. Edwards, Lockhart, Massaro, McCartney and Moody and Ms. Zumwalt is “independent” as defined in the applicable listing standards of The NASDAQ Stock Market, Inc. (“NASDAQ”). In making its determination, the board of directors considered the standards of independence set forth in the NASDAQ Corporate Governance Listing Standards and all relevant facts and circumstances to ascertain whether there was any relationship between a director and the Company that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director or any material relationship with the Company (either directly, or as a partner, stockholder or officer of an organization that has a relationship with the Company). In determining that Ms. Zumwalt is independent, the board of directors conducted a thorough review of payments made by Stanford University, which employs Ms. Zumwalt, to the Company for consulting services provided by the Company. After taking into consideration that Stanford University engagements comprised under 0.25% of Huron’s revenues for the year 2015, under 0.20% for the years 2014 and 2013, and under 0.50% for the years 2012 and 2011, the board of directors determined that this relationship would not interfere with Ms. Zumwalt’s exercise of independent judgment in carrying out her responsibilities as a director.

Board Leadership Structure and Risk Oversight

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

The board has determined that our current board leadership structure is appropriate for the Company, as it believes the separation of powers is beneficial for our organization.

Risk Oversight.   One of the board’s responsibilities is to review the adequacy of the Company’s systems for compliance with all applicable laws and regulations for safeguarding the Company’s assets and for managing the major risks it faces. The board executes its responsibility for risk management directly and through its committees.

In 2015, Huron formed the Enterprise Risk Management Committee, comprised of certain members of senior management in the Company. The purpose of the Enterprise Risk Management Committee is to provide a collaborative, ongoing assessment of the material enterprise risks facing the Company. The Enterprise Risk Management Committee oversees a process to anticipate, identify, prioritize, and manage material risks to the Company. Enterprise risk includes any strategic, operational, financial and compliance risks that may materially affect the Company’s ability to achieve its business objectives.

The board committees oversee risk matters associated with their respective areas of responsibility. For example, in addition to receiving reports from PricewaterhouseCoopers LLP (“PwC”), Huron’s independent registered public accounting firm, regarding significant accounting and financial reporting developments, our internal control over financial reporting and other matters, the Audit Committee receives reports from:Governance Committee in monitoring and implementing our Corporate Governance Guidelines and otherwise takes steps to ensure that the board is acting in the long-term best interests of the Company. Mr. McCartney also chairs executive sessions of the board. In addition, George E. Massaro serves as Vice Chairman.

The board has determined that our current board leadership structure is appropriate for the Company, as it believes the separation of powers is beneficial for our organization.

RISK OVERSIGHT

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

The full board regularly considers potential business risks facing the Company, including those surrounding such issues as:

In 2015, we reviewed our material compensation policies and practices and reported to the Compensation Committee that these policies and practices are considered not to entail risks reasonably likely to have a material adverse effect on the Company. The Chief Compliance Officer, the CFO, the General Counsel, the Corporate Vice President, Human Resources and the Director

Board of Compensation reviewed the plan elements, potential risks and various controls in place with respect to Huron’s executive, managing director, employee and business developer compensation plans. After reviewing the findings made by this group, the Compensation Committee agreed with the assessment that the compensation policies and practices are considered not to entail risks reasonably likely to have a material adverse effect on the Company. Board Meetings and Committees The board of directors conducts its business through meetings of the full board, actions taken by written consent in lieu of meetings, and by the actions of its committees. During 2015, the board of directors held 11 meetings. During 2015, each board member attended at least 75% of the aggregate number of board meetings and meetings of all the committees on which the director served. Although the Company does not have a formal policy regarding director attendance at our annual meetings, we encourage directors to attend. All directors attended the 2015 Annual Meeting of Stockholders. The board of directors operates in part through its three committees: Audit, Compensation, and Nominating and Corporate Governance. All committee members are “independent” as defined in the applicable listing standards of NASDAQ. In addition, all Compensation Committee members are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”) and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and all Audit Committee members meet the criteria for independence set forth in SEC Rule 10A-3(b)(1). A detailed discussion of each committee’s mission, composition and responsibilities is contained within the committee charters available in the Investor Relations section of the Company’s web site at www.huronconsultinggroup.com. Audit Committee.   The Audit Committee responsibilities include overseeing our accounting and financial reporting processes and overseeing the audits of our financial statements and internal control over financial reporting. The Audit Committee is also responsible for the appointment, compensation, retention, oversight and evaluation of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other services for us. Approval of audit and permitted non-audit services and applicable fees is made by the Audit Committee. The Audit Committee met eight times in 2015. The members of the Audit Committee are Messrs. Lockhart (Chairman), McCartney and Moody. The board of directors has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. The board of directors has also determined that each of Messrs. Lockhart, McCartney and Moody is an “audit committee financial expert,” as defined by the applicable securities regulations, and that each member of the Audit Committee satisfies the applicable NASDAQ listing standards for audit committee membership. The Report of the Audit Committee for the fiscal year ended December 31, 2015 appears below under the caption “PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—Report of the Audit Committee.” Compensation Committee.   Pursuant to its charter, the Compensation Committee responsibilities include overseeing our compensation and benefit plans, including all compensation arrangements for executive officers and directors, each of which the Compensation Committee reviews annually and makes changes as it deems appropriate. The Compensation Committee met seven times in 2015. The members of the Compensation Committee are Ms. Zumwalt (Chair), Mr. Lockhart and Mr. Moody. Management assists the Compensation Committee in the performance of its duties as described in more detail below under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Role of Management.” In addition, during 2015, the CEO participated in all of the Compensation Committee’s meetings and in all of the executive sessions, except for those in which the Compensation Committee considered the CEO’s performance, compensation and incentives. The committee extended the engagement of Semler Brossy Consulting Group, LLC as its outside compensation advisor to assist the committee in the execution of its charter. The support provided by the advisor is described in more detail below under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Role of Compensation Advisor.” The Report of the Compensation Committee on Executive Compensation appears below under the caption “EXECUTIVE COMPENSATION—Compensation Committee Report.” Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee responsibilities include identifying and recommending to the board of directors appropriate director nominee candidates and providing oversight with respect to corporate governance matters. The Nominating and Corporate Governance Committee met five times in 2015. The members of the Nominating and Corporate Governance Committee are Mr. Edwards (Chairman), Mr. Massaro and Ms. Zumwalt. Directors may be nominated by the board of directors or by stockholders in accordance with the bylaws of the Company. The Nominating and Corporate Governance Committee will review all candidates for nomination to the board of directors, including those proposed by stockholders as provided below. The Nominating and Corporate Governance Committee reviews the person’s judgment, experience, independence, understanding of the Company’s business or other related industries, and such other factors as the Nominating and Corporate Governance Committee determines are relevant in light of the needs of the board of directors and the Company. The board of directors believes that its nominees should reflect over time a diversity of experience, gender, race, ethnicity and age, although it follows no strict criteria when making decisions. The Nominating and Corporate Governance Committee selects qualified candidates and reviews its recommendations with the board of directors, which will decide whether to invite the candidate to be a nominee for election to the board of directors. If the Nominating and Corporate Governance Committee receives a nominee recommendation in accordance with the rules of the SEC from a stockholder or group of stockholders that has beneficially owned more than 5% of the Company’s voting common stock for at least one year as of the date of the recommendation, the name of the candidate, the name(s) of the stockholder(s) who recommended the candidate, and whether the Nominating and Corporate Governance Committee chose to nominate the candidate will be disclosed in the proxy statement, if the consent of both the stockholder and the candidate has been received. For a stockholder to submit a candidate for consideration by the Nominating and Corporate Governance Committee, a stockholder must notify the Company’s Corporate Secretary. In addition, the Company’s bylaws permit stockholders to nominate directors at a stockholders’ meeting. To make a director nomination at the annual meeting, a stockholder must notify the Company’s Corporate Secretary within the time periods specified under “SUBMISSION OF STOCKHOLDER PROPOSALS” below. Notices should be sent to: Corporate Secretary, Huron Consulting Group Inc., 550 West Van Buren Street, 17th Floor, Chicago, Illinois 60607, or corporatesecretary@huronconsultinggroup.com. In either case, the notice must meet all of the requirements contained in the bylaws. Director Resignation Policy The Company’s Corporate Governance Guidelines provide that in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than “for” his or her election shall promptly tender his or her resignation to the board of directors following certification of the election results, subject to acceptance by the board of directors. For purposes of this policy, (i) an “uncontested” election is one in which the number of persons properly nominated for election as directors as of the date that is ten (10) days before the record date for determining stockholders entitled to notice of or to vote at such meeting is not greater than the number of directors to be elected, and (ii) broker non-votes will not be counted as either votes “withheld” from or “for” such person’s election. The Nominating and Corporate Governance Committee shall make a recommendation to the board of directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The board of directors shall determine whether to accept or reject the tendered resignation, or whether other action should be taken, in its sole discretion, and publicly disclose its decision regarding the tendered resignation within ninety (90) days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation and the board of directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. If any director’s resignation is not accepted by the board of directors, such director shall continue to serve until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal. If a director’s resignation is accepted by the board of directors pursuant to this policy, then the board of directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 2 of Article III of the bylaws of the Company or may decrease the size of the board of directors pursuant to Section 1 of Article III of the bylaws of the Company. Stockholder Communications Policy		•  Regularly considers potential business risks facing the Company, including those surrounding security and privacy, revenue recognition, quality assurance, strategic planning, employee retention, international compliance, business continuity, merger integration and market shifts •  Maintains oversight of key governance programs relating to insider trading, business conduct and ethics, export controls and other critical issues
Audit Committee		•  Meets with and reviews reports from independent registered public accounting firm and internal auditors •  Receives regular reports from the General Counsel on legal developments •  Examines issues presented by the Chief Compliance Officer on whistleblower hotline and corporate compliance-related matters •  Considers reports of the Enterprise Risk Management Committee on strategic, operational, financial and compliance risks that may materially affect the Company’s ability to achieve its business objectives •  Evaluates controls in place to address Huron’s global FCPA risks
Compensation Committee		•  Annually reviews a risk assessment of all Huron compensation plans •  Reviews the design and goals of compensation programs in the context of potential risks to the Company •  Reviews and evaluates compensation arrangements to assess the potential for undue risk taking
Nominating and Corporate   Governance Committee		•  Leads an annual self-assessment to ensure the board and its committees are properly fulfilling their roles •  Ensures board candidates possess the appropriate experience and expertise required to effectively serve on Huron’s board •  Annually reviews Huron’s corporate governance guidelines to confirm they reflect best practices

BOARD MEETINGSAND COMMITTEES

The board of directors conducts its business through meetings of the full board, actions taken by written consent in lieu of meetings, and by the actions of its committees. During 2017, the board of directors held 12 meetings.

During 2017, each board member attended at least 75% of the aggregate number of board meetings and meetings of all the committees on which the director served. Although the Company does not have a formal policy regarding director attendance at our annual meetings, we encourage directors to attend. Six directors attended the 2017 Annual Meeting of Stockholders.

The board of directors operates in part through its three committees: Audit, Compensation, and Nominating and Corporate Governance. All committee members are “independent” as defined in the applicable listing standards of NASDAQ. In addition, all Compensation Committee members are“non-employee directors” within the meaning of Rule16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”) and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and all Audit Committee members meet the criteria for independence set forth in SEC Rule10A-3(b)(1). A detailed discussion of each committee’s mission, composition and responsibilities is contained within the committee charters available in the Investor Relations section of the Company’s web site atwww.huronconsultinggroup.com.

Audit Committee

The Audit Committee responsibilities include overseeing our accounting and financial reporting processes, the audits of our financial statements, and the Company’s internal controls over financial reporting. The Audit Committee is also responsible for the appointment, compensation, retention, oversight and evaluation of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other services for us. As such, the Audit Committee approves audit and permittednon-audit services and applicable fees. The Audit Committee met ten times in 2017. The members of the Audit Committee are Messrs. Lockhart (Chair), McCartney and Moody. The board of directors has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. The board of directors has also determined that each of Messrs. Lockhart, McCartney and Moody is an “audit committee financial expert,” as defined by the applicable securities regulations, and that each member of the Audit Committee satisfies the applicable NASDAQ listing standards for audit committee membership.

The Report of the Audit Committee for the fiscal year ended December 31, 2017 appears below under the caption “PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—Report of the Audit Committee.”

Compensation Committee

Pursuant to its charter, the Compensation Committee responsibilities include overseeing our compensation and benefit plans, including all compensation arrangements for executive officers and directors, each of which the Compensation Committee reviews annually and makes changes as it deems appropriate. The Compensation Committee met seven times in 2017. The members of the Compensation Committee are Ms. Zumwalt (Chair), Mr. Lockhart and Mr. Moody.

Management assists the Compensation Committee in the performance of its duties as described in more detail below under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Role of Management.” In addition, during 2017, the CEO participated in all of the Compensation Committee’s meetings and in all of the executive sessions, except for those in which the Compensation Committee considered the CEO’s performance, compensation and incentives. The Committee engaged the firm of Pay Governance LLC as its outside compensation advisor to assist the Committee in the execution of its charter. The support provided by the advisor is described in more detail below under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Role of Compensation Advisor.” The Report of the Compensation Committee on Executive Compensation appears below under the caption “EXECUTIVE COMPENSATION—Compensation Committee Report.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee responsibilities include identifying and recommending to the board of directors appropriate director nominee candidates and providing oversight with respect to corporate governance matters. The Nominating and Corporate Governance Committee met four times in 2017.

The members of the Nominating and Corporate Governance Committee are Mr. Edwards (Chair), Mr. Massaro and Ms. Zumwalt.

Directors may be nominated by the board of directors or by stockholders in accordance with the bylaws of the Company. The Nominating and Corporate Governance Committee will review all candidates for nomination to the board of directors, including those proposed by stockholders as provided below. The Nominating and Corporate Governance Committee reviews the person’s judgment, experience, independence, understanding of the Company’s business or other related industries, and such other factors as the Nominating and Corporate Governance Committee determines are relevant in light of the needs of the board of directors and the Company. The board of directors believes that its nominees should reflect over time a diversity of experience, gender, race, ethnicity and age, although it follows no strict criteria when making decisions. The Nominating and Corporate Governance Committee selects qualified candidates and reviews its recommendations with the board of directors, which will decide whether to invite the candidate to be a nominee for election to the board of directors.

If the Nominating and Corporate Governance Committee receives a nominee recommendation in accordance with the rules of the SEC from a stockholder or group of stockholders that has beneficially owned more than 5%

of the Company’s voting common stock for at least one year as of the date of the recommendation, the name of the candidate, the name(s) of the stockholder(s) who recommended the candidate, and whether the Nominating and Corporate Governance Committee chose to nominate the candidate will be disclosed in the proxy statement, if the consent of both the stockholder and the candidate has been received.

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

DIRECTOR RESIGNATION POLICY

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

The Nominating and Corporate Governance Committee shall make a recommendation to the board of directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The board of directors shall determine whether to accept or reject the tendered resignation, or whether other action should be taken, in its sole discretion, and publicly disclose its decision regarding the tendered resignation within ninety (90) days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation and the board of directors in making its decision may each consider any factors or other information that they consider appropriate and relevant.

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

STOCKHOLDER COMMUNICATIONS POLICY

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

Corporate Secretary

Huron Consulting Group Inc.

550 West Van Buren Street

17^th Floor

Chicago, Illinois 60607

E-mail messages should be sent tocorporatesecretary@huronconsultinggroup.com.

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

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

Diversity of Board Skills and ExperienceDIVERSITYOF BOARD SKILLSAND EXPERIENCE

Huron does not have a formal policy on board member diversity. The Nominating and Corporate Governance Committee, in discussing board composition, has focused on diversity of experience in relation to the development of the business. The Nominating and Corporate Governance Committee seeks candidates from regions where Huron offices are located, with prior management experience and experience on public company boards and in relevant industries.

Compensation of DirectorsCOMPENSATIONOF DIRECTORS

The Huronnon-employee director compensation program is designed to enhance our ability to attract and retain highly qualified directors and to align their interests with the long-term interests of our stockholders. The program consists of both a cash component, designed to compensate independent directors for their service on the board and its committees, and an equity component, designed to align the interests of independent directors and stockholders. Mr. Roth receives no compensation for his service on the board.

The 2015Effective as of July 1, 2016, the director compensation program hadis comprised of the following elements:

•      

•       

•      

Directors are eligible to participate in our deferred compensation plan, which is described under the caption “EXECUTIVE COMPENSATION—20152017 Nonqualified Deferred Compensation.” One director has participated since 2013, and a second director elected to participate beginning in 2015.

Director Compensation TableDIRECTOR COMPENSATION TABLE

The following table summarizes the fees paid and the aggregate grant date fair value of shares granted to each of thenon-employee directors in 2015.2017. Directors who are also officers or employees of the Company receive no compensation for duties performed as a director.

Section 16(a) Beneficial Ownership Reporting ComplianceSECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the 1934 Act, the Company’s directors, executive officers and persons who beneficially own 10% or more of our common stock (the “Section 16 Reporting Persons”) are required to report their initial ownership of common stock and subsequent changes in that ownership to the SEC. Section 16 Reporting Persons are required to furnish the Company with copies of all Section 16(a) forms that they file. Based upon our review of forms filed by the Section 16 Reporting Persons pursuant to the 1934 Act, we have not identified any late filings in 2015.2017.

Stock Ownership of Certain Beneficial Owners and ManagementSTOCK OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT

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

Beneficial ownership is determined according to the rules of the Securities and Exchange Commission (the “SEC”) and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security and includes options that are currently exercisable or

exercisable within 60 days. Each director, officer or 5% or more stockholder, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated, beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply.

(6)

The principal address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The shares are owned by the following subsidiaries of BlackRock, Inc.: BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd. and BlackRock Investment Management, LLC. Information regarding beneficial ownership of our common stock by BlackRock, Inc. is included herein in reliance on a Schedule 13G/A filed with the SEC on February 10, 2016.stock.

EXECUTIVE COMPENSATION

Compensation Discussion and AnalysisCOMPENSATION DISCUSSIONAND ANALYSIS

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

Business Actions and Results

To understand our compensation decision making, it is important to understand the The Company’s financial strategic and other objectivestrategic performance during 2015. During 2015, we evaluated2017 determine the evolving strategic needsmajority of the Legal business and concluded that we would be challenged to provide the investments necessary to be responsive to the face of a changing market and to achieve the practice’s growth objectives. As a result, we determined that the practice would be better aligned with a new partner. We divested the Legal business and sold the practice to Consilio, Inc. on December 31, 2015. Going forward, we will maintain our strategic focus on the Company’s remaining core businesses of Healthcare, Education and Life Sciences, and Business Advisory. Due to the divestiture, the results of the Huron Legal segment have been reclassified as discontinued operations. To provide comparable historical results and a meaningful basis with which to evaluate the Company’s future prospects, all financial information throughout this Proxy Statement is presented on a continuing operations basis, unless otherwise noted.NEO’s compensation.   Business results were as follows2: We define success through •   Our 2017 financial results came in lower than we expected, driven by further softness in our Healthcare business. The decline in Healthcare was partially offset by growth in our Education and Business Advisory segments. •   Net revenues were $732.6 million in 2017, compared to $726.3 million in the prior year. •   Adjusted EBITDA decreased 19.3% to $104.6 million in 2017, or 14.3% of net revenues, compared to 17.9% in the prior year. •   Adjusted diluted EPS was $2.15 in 2017, a number of measures, and in 2015 we had a mixed performance33.0% decrease from the prior year. • While we delivered results that were lower than our initial guidance, we undertookhave made significant progress in the operational turnaround of our Healthcare business positioning us to be more responsive to changing market conditions. Among other initiatives, we have enhanced the level of collaboration across all of our service lines. Our efforts have better equipped the Healthcare business to compete across a wider spectrum of engagement sizes and durations by developing more flexible delivery models. •   We also completed two significant strategic initiatives – the large acquisition of Studer Groupacquisitions in 2017. We acquired Innosight and Pope Woodhead in the healthcare segment,first quarter, strategically adding to our Business Advisory segment. We believe these acquisitions strengthen our strategy capabilities and the divestitureprovide us with a comprehensive set of the Legal business, that we believe position Huron for success in 2016. •      Net revenues of $699.0 million, 11.4% higher than the prior year. •      Adjusted EBITDA increased 25.9%offerings to $139.3 million, or 19.9% of net revenues comparedserve our clients—from strategy setting to 17.6% in the prior year. •      Adjusted diluted EPS of $2.99, a 22.0% increase over the prior year. •      Completed threeexecution. These acquisitions that in the aggregatealso strengthen our international footprint to best serve our growing, global client base. These acquisitions contributed over $81almost $44 million in revenues during 2015.2017 and performed largely as planned. •      Reorganized corporate infrastructure to align with business expectation   In 2017, we defined our new, five-year enterprise-level strategy, created a unified sense of purpose and to gain efficiencies, resulting in $11 million in identified cost reductions to lower SG&A expense. •      Maintainedsecured the commitment of our employees through a strong balance sheet while funding more than $408 million in acquisitionsnew vision, mission, set of values and other investments, share repurchases and capital expenditures. •      Generated cash flow from operations of $164 million enabling the Company to reduce its leverage ratio, defined as total debt, net of cash, divided by Adjusted EBITDA to 2.1x as of December 31, 2015.

Compensation Program Actions

The Compensation Committee took several compensation actions beginning in 2014 to better align the compensation plan with our business strategy and shareholder interests. •      In 2014, added a three-year performance measurement period to performance shares to align multi-year performance and long-term compensation; 2015 marks the second year of the three-year performance measurement period. •      In 2014, replaced stock options with restricted share awards (RSAs) in the service-based equity portion of the Long-Term Incentive Planmodified brand positioning all designed to align with our peer group andstrategy. •   We continued to balancealign our corporate infrastructure with the risk profileevolving needs of our compensation program given the addition of a three-year performance factor in the performance share plan.business to gain efficiencies and leverage our SG&A expense. •      In 2014, introduced a clawback policy to safeguard against unwarranted compensation in the event of a financial restatement. •      In 2015, revised the peer group to include more companies with similar revenue and business characteristics to Huron.

2013 to 2015Our NEO compensation relies heavily on performance-based pay – the annual and long-term incentive programs. The Compensation Decision MakingCommittee establishes challenging goals that reflect the Company’s goals and business environment. The pay our NEOs ultimately earn is based on the level of achievement of these performance goals and our stock price performance.

ForTarget total compensation purposes, five key metrics determinefor our CEO in 2017 was 80% “at risk”, meaning that it is contingent upon and based on Company performance and stock price performance, and the valuetarget total compensation for our other NEOs was on average 69% “at risk”.

NEO Pay Mix (Target)

Our performance in 2017 against the predetermined goals did not meet our expectations, which resulted in a small portion of our incentive programNEO’s target compensation that was “at risk” being earned. The pay actually earned by our CEO and other NEOs, compared to our NEOs. The Committee believes that the results of the last three years show a strongtarget, is shown below.

NEO Pay Mix (Actual)

Our pay programs create alignment between Company performance and NEO pay, as illustrated for the prior three years in the tables below. Our annual incentives yielded payouts below target in each of those years, and our long-term incentive program has only provided a payout in one year, but at a below target level.

Our executive compensation programs are very aligned with shareholder value. This is reflected in a comparison of Mr. Roth’s target and realizable compensation. The graph below illustrates the target compensation opportunity provided to Mr. Roth for 2015-2017 compared to the NEOs. The resultsactual value realized, when taking into account performance achievements under our incentive programs as well as share price changes. Mr. Roth realized 56% of our key metrics and impact on our compensation programs for 2013 to 2015 were:his target pay opportunity over the 2015-2017 period.

3-Year Aggregate CEO Pay ($000s)

(2015-2017)

* Due to performance being above maximum in both EPS and EBITDA margin in 2013, the Committee approved a supplemental cash award to the NEOs. Details of this supplemental award are disclosed in the 2014 proxy filing for the 2013 fiscal year.

SECTION 2 - COMPENSATION PROGRAM OVERVIEW

Huron’s executive compensation program is structured to align executive pay with Company performance. The strength of this alignment was recognized by our shareholders in 20152017 as Huron received over 99% approval of asupport on our shareholder advisory vote on executive compensation (commonly referred to as “Say on Pay”). We strive to provide compensation to motivate and reward performance that is in the long-term best interests of our shareholders. We define performance as a blend of:

As part of the program, we also evaluate several groups of peers depending on what we are measuring:

In addition to these objectives, we adhere to a comprehensive set of generally accepted best practices in the structuring and design of the compensation program.

Targeting of Total Direct Compensation

The Compensation Committee generally targets total direct compensation within 10% to 15%be within+/-15% of the median of the peer groupExecutive Pay Peer Group for all named executive officers. It is the assessment of theour NEOs. The Compensation Committee thatalso reviews data from the total direct compensation levels of our named executive officers, including our CEO, are generally withinRadford Group Technology Survey for companies with annual revenue between $500M and $999.9M. This data informs the median of our peer group. The established targets for individual components and overall executive compensation are designed to be competitive in order to attract, motivate and retain executives necessary to drive and achieve Company objectives. In some cases, individual components may be over or under market (in order to emphasize a particular element or if individual circumstances dictate), but we believe the total direct compensation packages are market competitive.Committee’s decisions on pay adjustments.

20152017 Base Salary, Annual and Long-Term Incentive Changes

TheDuring 2017, the Compensation Committee made noapproved changes to base salaryboth the 2017 Annual and target annualLong-Term Incentive Plans. These changes were made with the goal of continuing to evolve and LTI levels forimprove the named executive officers for 2015 comparedprograms with the organizational needs of the Company, while ensuring a clear correlation between pay and performance, and effectively motivating the NEOs to 2014.

out-perform expectations. The Compensation Committee approved 20162017 compensation levels (base salary and target annual and long-term incentive). No change was made in February of 2017.

For 2017, the Compensation Committee increased Mr. Hussey’s base salary to $750,000 from $600,000 to recognize his performance, his leadership role in the creation of Huron’s long-term strategy, and his increased role leading the transformation of the Healthcare practice. They also increased Mr. Roth’s compensation.target LTI to 300% from 225% and Ms. Ratekin’s target LTI to 115% from 100% to be more market competitive, and increased Mr. Hussey’sKelly’s total compensation by 105% to compensate for his promotion to Chief Financial Officer from Chief Accounting Officer.

For 2018, the Compensation Committee increased Mr. Kelly’s total compensation by 32% to be more market competitive. His salary was increased 30% in totalfrom $325,000 to reflect$400,000 and his performance and increased responsibilities related to his role as Chief Operating Officer. Ms. Ratekin’s compensationLTI was increased 4% in totalfrom a target of 100% to maintain her compensation at competitive levels.120%.

20152017 Annual Incentive

The Compensation Committee approved a performance-based Annual Incentive Plan for 2015.2017. The maximum incentive opportunity for 2017 increased from 125% to 150% of target to better align with market practice and to enhance the incentives for participants to achieve maximum performance levels. Based on the actual results on each of the performance measures, a total annual cash annual incentive payout of 60% of target was earned.

This amount is reflected in the Summary Compensation Table asNon-Equity Incentive Plan Compensation.

This plan has three performance criteria (withis structured as shown in the corresponding weight noted below):table below:

Based on these results, the overall level of performance resulted in a payout underon the Annual Incentive Plan was 60%strategic measures of 125% of target.

Note: A performance threshold of $0.05 GAAPAdjusted Diluted EPS which must be exceeded prior to the payout of the 20152017 Annual Incentive Plan is designed to comply with the terms of Section 162(m). If $0.05 GAAPAdjusted EPS is exceeded, the Compensation Committee can approve a payout of up to 150% of target. The $0.05 GAAPAdjusted Diluted EPS was exceeded in 2015.2017.

20152017 Long-Term Equity Grants

On March 1, 2015,15, 2017, Huron grantedmade long-term equity grants that were structured as 70% performance sharesunits and 30% restricted stock.shares.

In August of 2017, the Compensation Committee awarded Mr. Hussey an award of restricted shares with a grant date fair value of $1,000,000 in order to recognize his contributions as the interim leader of the Healthcare practice during its ongoing transformation as well as his critical role to the ongoing success of the business.

Restricted Stock Awards

The restricted stock granted willto our NEOs vest 25%1/3 per year over fourthree years, based on continued service to ensure continued retention. In addition, the Company must exceed $0.05 per share ofAdjusted EPS in the year of grant for vesting to occur overor the four years based on service.awards will be forfeited. This condition is designed to satisfy the conditionsprovisions of Section 162(m). This condition was met in 2015.2017.

Performance Share Awards

In 2014, the Compensation Committee revised theThe performance share plan for named executive officers.awards are tied to both three-year performance and annual performance. The performance share plan is now based on bothwas redesigned for 2017, following the completion of the initial three-year performance (2014 through 2016)cycle (2014-2016). The 2017 performance share plan maintains theone-year performance period (60% of award) and annual performance. The purpose of revising the plan to add a three-year performance period was to incent sustained(40% of award). Theone-year performance is measured 100% based on 2017 Adjusted Diluted EPS and any earned shares will vest ratably over a longer-termthree years. The new three-year performance period and to better align overall compensation with total shareholder return. This replaces the 2013 design that was based 100 percent on annual performance; 2015 marks year two of the revised program.

Plan Mechanics:

20152017 Annual Performance Measures and Results:

The Compensation Committee established Non-GAAP Adjusted Diluted EPS as the performance measure for PSUs with payouts ranging from 0% to 125%200%. Actual performance including discontinued operations, came in at less than 0% ofbelow the target;threshold; therefore, the grant of performance share units was adjusted to 0%were not earned as presented in the chart below.

Three-Year Performance Measures:2018 NEO Compensation Program Design Changes

Three-year performance will be measured usingDuring 2017, we undertook a three-year averagereview of the earned performance from 2014, 2015our NEO compensation program to ensure it continues to support our business and 2016. This three-year average will use the actual earned amount from the annual performance cycles. talent strategies, appropriately reflects peer practices, and aligns with shareholders in recognition of our ongoing transformation.

Based on that average,this review, the Committee approved a multiplier between .75 and 2.0 is applied (see chart below). For 2014,number of changes to the actual performance of 151% will be used in the average. For 2015, the actual performance of 0% will be used in the average.NEO compensation program for 2018:

The 2018 annual incentive program design is summarized below:

* At the beginning of 2018, the Compensation Committee approved specific strategic measures focused on further development of each practice area and further improvements in the effectiveness and efficiencies of Huron’s infrastructure. A target award would reflect full achievement of these objectives, as assessed by the Committee. The Committee applies its judgment in determining overall performance on the measure.

The 2018 long-term incentive program design is summarized below:

Stock Price Graph

The chart below shows the change in stock price from December 31, 2013 to December 31, 2015 (last two years).

Executive Pay Peer Group

BasedThe peer group developed in 2016 to inform 2017 pay decisions was modified based on the annual review of peer group criteria, theExecutive Pay Peer Group criteria. The Compensation Committee elected to expand the peer group from eleven11 companies to sixteen companies during 2015.16 companies. The Committee believes that this larger peer group will provide better insights into the compensation practices of business peers and will be less volatile due to the compensation changes made by one company. Companies were identified based on the following process:

As a result of the review and application of these criteria, the Compensation Committee addedapproved the following companies to the peer group: companies:

Additional changes were made to the peer group fromin 2017 in advance of 2018 pay determination. Gartner acquired CEB, thus the prior year were: The Advisory Board, Inc., CBIZ Inc., EPIQ Systems, Inc., FTI Consulting, Inc., ICF International Inc., IHS, Inc.,Committee removed CEB as a peer, and the Committee elected to remove Gartner and Maximus Inc., MedAssets Inc., Navigant Consulting Inc.due to their larger size relative to Huron. Lastly, Acxiom Corporation and Resources Connection, Inc.

Employment Agreements with Mr. Roth, Mr. Hussey, Mr. Kelly and Ms. Ratekin

Huron has entered into agreements with each of the named executive officers that provide for benefits upon termination of employment under certain circumstances, including in connection with a change of control of the Company. Huron provides these benefits as a means of remaining competitive, retaining executive officers, focusing executive officers on shareholder interests when considering strategic alternatives, and providing income protection in the event of involuntary loss of employment. In general, these arrangements provide for severance benefits upon Huron’s termination of the executive’s employment without cause or resignation by the executive for good reason (constructive termination). In the event of a change of control of Huron, and if the executive’s employment is terminated without cause or he or she resigns for good reason, the executive will

receive enhanced severance benefits. Huron provides these enhanced severance benefits only with a so-called “double trigger” because the Company believes that the executive officers would be materially harmed in a change of control only if it results in reduced responsibilities or compensation or loss of employment for the executive. Consistent with generally accepted best practices, Huron employment agreements do not containprovide for any gross-up provisions that would obligate the Company to pay excise tax payments to the CEO and other named executive officers in the event of a change of control.gross-ups.

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

Role of Compensation Committee

The Compensation Committee is primarily responsible for administering our executive compensation program in a manner consistent with our compensation philosophy and objectives. The principal functions of the Compensation Committee are to:

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

20152017 Say on Pay Vote

In 2015,2017, we received a shareholder advisory vote (commonly referred to as “Say on Pay”) in excess of 99% in support of the named executive officer compensation. We believe this positive vote reflects the strong pay for performance relationship in our executive compensation program and supports the changes that have been made in recent years to improve the program. We continue to listen carefully to our shareholders and incorporate their feedback into our deliberations about executive compensation. ShareholdersAs in 2011, shareholders at the 20112017 Annual Meeting expressed a preference that advisory votes on executive compensation occur every year. Consistent with this preference, the Company has held and will continue to hold its advisory vote on the compensation of the Company’s named executive officers annually until the 20172023 Annual Meeting at which time shareholders will again be asked to vote on the frequency of advisory votes on named executive officer compensation.

Health and Welfare Benefits

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

Deferred Compensation

The Company also offers a nonqualified deferred compensation plan (the “DCP”) to all managing directors, corporate vice presidents, named executive officers and independentnon-employee directors. The DCP allows participantsmanaging directors, corporate vice presidents and executives to elect to defer up to 75% of their base salary and 100% of their annual cash incentive into a deferred compensation account and to choose from a number of investment alternatives.Non-employee directors may elect to defer up to 100% of their board fees into the DCP.

Perquisites

Huron did not provide material perquisites that are not provided widely within Huron to any named executive officer in 2015.2017. The Company provides enhanced disability and life insurance benefits to all of its managing directors, corporate vice presidents and executive officers. The CEO and Executive Vice Presidents are also offered reimbursement of the cost of an annual executive physical examination.

Clawback Provisions

In 2014, we adopted an incentive compensation recoupment policy (commonly referred to as a “clawback policy”) that provides for the potential recoupment of bonuses or awards paid to executive officers and such other individuals designated by our independent directors under our shortshort-term and long-term incentive compensation plans, where the payout or actual award received was determined based in part on the financial performance of the Company or one of its practice areas.Company. In the event of a material restatement of our quarterly or annual financial results, our independent directors will review all incentive compensation awarded to those individuals covered by the policy based upon the achievement of financial results that were the subject of the restatement. The independent directors have the authority to recoup all or a portion of the incentive compensation to the extent that the amount of such compensation would have been lower than the amount actually awarded, granted, paid, earned, deferred or vested based on the achievement of financial results that were subsequently reduced due to such restatement.

Stock Ownership Guidelines and Holding Requirements Hedging and Pledging Policies

In 2010, the Compensation Committee adopted stock ownership guidelines for Huron’s named executive officers andnon-employee directors. The guidelines, set forth below, are consistent with peer practices and designed to promote alignment with the interests of stockholders and the Company’s commitment to sound corporate governance.

Until the relevant stock ownership target is achieved, executive officers andnon-employee directors are required to retain a number of shares equal to at least 60% of the net after tax proceeds from the exercise of stock options or vesting of restricted stock and performance shares. Only shares owned outright count towards ownership requirements. Unexercised stock options and unvested performance shares or unvested restricted stock do not count.

Mr. Roth and Ms. Ratekin and all All of our NEOs andnon-employee directors serving asare in compliance with the terms of the 2015 annual meeting have met the stockour share ownership guidelines. Mr. Hussey is expected to retain a number of shares equal to at least 60% of the net after tax value from the exercise of stock options or vesting of restricted stock

Hedging and performance shares until he satisfies the ownership requirements.Pledging

The Company has an insider trading policy that prohibits directors, officers, employees and contractors from entering into transactions in publicly traded puts, calls or other derivative securities with respect to Huron’s stock and requires thatprohibits any other transaction that “hedges” the ownership in Huron’s stock be pre-cleared by the General Counsel. In addition, the board has adopted a policy that requires board approval of any hedging activities by executive officers, and the board has indicated it would not approve any such hedging activities except in unusual circumstances.

The Company also has a pledging policy that in general prohibits directors, officers, employees, and contractors fromor holding Company securities in a margin account or pledging Company securities as collateral for a loan. Limited exceptions may be made by the General Counsel if the person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Tax Considerations

Section 162(m). Section 162(m) of the Code generally limits the deductibilitydisallows a tax deduction to public companies for federal income tax purposes of compensation paid in excess of $1 million for any fiscal year to certain specified covered employees. Under the CEOrules in effect before 2018, compensation that qualified as “performance-based compensation” under Section 162(m) was deductible without regard to this $1 million limit. The recent Tax Cuts and Jobs Act generally eliminated the performance-based compensation exception under Section 162(m), effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or anybefore November 2, 2017. To date, the IRS has not issued guidance interpreting the Tax Cuts and Jobs Act. While the Committee intended that certain incentive awards granted to our NEOs on or prior to November 2, 2017 be deductible as “performance-based compensation,” it cannot assure that result. The Committee has taken the potential impact of the next three most highly paid executive officers of a publicly held corporation (other than the CFO). Huron may deduct compensation exceeding $1 millionTax Cuts and Jobs Act into consideration when approving payout amounts for federal income tax purposes if the compensation is paid pursuant to a performance-based, nondiscretionary plan that is approved by stockholders. Both the Annual Incentive Plan and the equity plans are intended to comply with all the provisions of Section 162(m), although the rules are complex and any particular result cannot be guaranteed and, furthermore, the Compensation Committee reserves the right to pay compensation that may not be deductible under Section 162(m).performance periods ending on December 31, 2017.

Section 280G. Section 280G of the Code disallows a company’s tax deduction for certain payments in connection with a change of control defined as “excess parachute payments,” and Section 4999 of the Code imposes a 20% excise tax on certain persons who receive excess parachute payments. The Compensation Committee amended Senior Management Agreements in 2010 to ensure that any covered payments would be reduced to the extent necessary so that no portion of such payments is subject to the excise tax.

Compensation Committee ReportCOMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the information contained under the caption “Compensation Discussion and Analysis” and, based on this review and discussion, has recommended to the board of directors that it be included in this Proxy Statement and incorporated by reference into our 20152017 Annual Report on Form10-K.

Debra Zumwalt, Chair

H. Eugene Lockhart

John S. Moody

2015 Summary Compensation Table2017 SUMMARY COMPENSATION TABLE