UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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Filed by a Party other than the Registrant ¨☐

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☐ Preliminary Proxy Statement

Heidrick & Struggles 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)all boxes that apply):

LETTER TO STOCKHOLDERS

ANNUAL MEETING OF STOCKHOLDERSApril 15, 2022

ANDDear Fellow Stockholders,

PROXY STATEMENTLast year was an extraordinary year for Heidrick & Struggles. We maintained a laser focus on our growth initiatives as we continued to transform our business, and we delivered exceptional results and an important financial milestone in 2021 – more than $1 billion in net revenue – with impressively higher profitability.

Our record performance demonstrated that our differentiated growth strategy is working well. We continue to grow our core businesses, while we further expand our services and offerings, and invest in and develop new innovative digital capabilities for the future. In 2021, we created long-term value for our stockholders and clients by concentrating on four key areas:

In addition to our outstanding business and financial results, we made important strides in our ESG (Environmental, Social and Governance) efforts, publishing our first-ever ESG report and providing an in-depth look into our sustainability activities, while also outlining a firm commitment to substantially offset our carbon impact.

On the macro front, 2021 was a revolutionary year for leadership and human capital. Around the world, the ways in which we led our organizations and how we did our work were forever changed. Today, companies across all industries and regions are facing complex talent and human capital challenges and opportunities, including: developing boards and leaders of the future; maintaining inclusive cultures amidst new hybrid work models; exploring new ways of working, such as with independent talent on an on-demand basis for interim executive roles or project-based assignments; and using insights and AI to enable more agile, future-focused leadership and talent development. With our deliberate, strategic focus on growth and diversification and the incredible agility, resiliency and professionalism of our team, we are well positioned to serve and empower our clients to develop high-performing leaders, teams and organizations globally. As we look ahead to the future, our firm is on its front foot, moving forward, and we see tremendous opportunity for Heidrick & Struggles.

In closing, I am pleasedwant to invite youthank our colleagues around the world for their hard work and remarkable dedication to serving our clients and supporting each other in all that we do. I also want to thank our clients and stockholders for the trust they have placed in our firm and our purpose-driven work – to help our clients change the world one leadership team at a time. Finally, I want to take this opportunity to thank Laszlo Bock, who as previously announced, will not stand for reelection as a director this year. Laszlo provided valuable leadership and counsel to me and our Board of Directors on a wide range of topics, including our technology transformation and managing through the COVID-19 pandemic, as we worked closely with our clients to help them continue developing high-performing teams and thriving cultures.

This year we will conduct our Annual Meeting in a virtual format. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You can attend the 20162022 Annual Meeting by visiting www.virtualshareholdermeeting.com/HSII2022 where you will be able to listen to the meeting live, submit questions and vote. Information about attending the 2022 Annual Meeting and voting your shares may be found in the Notice of 2022 Annual Meeting of Stockholders and proxy statement. The Notice of Heidrick & Struggles International, Inc.

Enclosed you will find a notice detailing the items2022 Annual Meeting of Stockholders and proxy statement contain details of the business expected to come before the meeting, our Proxy Statement, a form of Proxy Card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The meeting will be held on May 26, 2016 at 9:00 a.m. Eastern Daylight Timeconducted at the Law Offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, NY 10017-3954.upcoming Annual Meeting.

Your vote is very important to us. Whether or not you plan to attend the meeting in person,2022 Annual Meeting online, we encourage you to vote promptly. You can vote via the internet, by telephone, by mail or by attending and voting online during the Annual Meeting. We hope that you vote your shares, are representedwhich in turn helps us ensure that our corporate governance practices, decisions and voted atstrategy all remain aligned with the Annual Meeting.

Thank you for your investment in and continued supportpriorities of our company. I am optimistic aboutstockholders and other stakeholders. Regular, transparent interaction with our future and proud to be part of an organization that has talented and dedicated people thoroughly committed to the successstockholders is a cornerstone of our clients, our company and your investment. I look forward to welcoming many of you to our Annual Meeting.corporate governance practices.

Sincerely,

Tracy R. Wolstencroft

President and Chief Executive Officer

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

233 South Wacker Drive, Suite 4900

Chicago, Illinois 60606-6303

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TimeOn behalf of our Board, we thank you for your continued confidence and Date: investment in our firm as we focus on driving forward our differentiated growth strategy and delivering long-term, sustainable value to all of our stakeholders.		May 26, 2016 at 9:00 a.m. Eastern Daylight Time		Sincerely, Krishnan Rajagopalan President and Chief Executive Officer

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS OF HEIDRICK & STRUGGLES INTERNATIONAL, INC.

TABLE OF CONTENTS

A stockholder list will be available at our principal executive offices located at 233 South Wacker Drive, Suite 4900, Chicago, Illinois 60606-6303, beginning May 13, 2016 during normal business hours, for examination

PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by any stockholder registered on our stock ledger asthe board of March 31, 2016, for any purpose germane to the Annual Meeting.

If you plan to attend the Annual Meeting, please bring proof of your ownershipdirectors (the “Board”) of Heidrick & Struggles common stockInternational, Inc. (“Heidrick & Struggles,” “Heidrick,” the “firm” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders to be held on May 26, 2022 (the “Annual Meeting”), or any adjournment or postponement thereof. The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/HSII2022. We began distributing these proxy materials to our stockholders on or about April 20, 2022.

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” and similar expressions. Forward-looking statements are not guarantees of March 31, 2016future performance, rely on a number of assumptions, and valid picture identification.

Enclosed please findinvolve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our Proxy Statement, Proxy Cardcontrol. For more information on these risks, uncertainties and a copy ofother factors, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2021, under the heading “Risk Factors” in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this proxy statement speak only as of the date of this proxy statement. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more complete information regarding the Company’s 2021 performance, please review the Company’s Form 10-K for the year ended December 31, 2021.

Sincerely,PROXY STATEMENT SUMMARY

2021 BUSINESS HIGHLIGHTS

2021 was an exciting year of geographic expansion and industry-leading productivity in Executive Search, increased demand for our broad array of leadership, organizational effectiveness and culture shaping offerings from Heidrick Consulting, the addition of our high-growth On-Demand Talent business segment and the initiation of a partnership for future digital innovation. Our record results demonstrate that our differentiated strategy is working. As a result, Heidrick ended 2021 with:

2021 ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY AND GOVERNANCE (“ESG”) HIGHLIGHTS

In addition to record-breaking financial results, in 2021 we also made important strides in ESG. We published our first-ever ESG report, which provides an in-depth look into our ESG initiatives, outlines a firm commitment to expand our efforts to reduce our carbon footprint and begin to substantially offset our carbon impact, and highlights our continued efforts internally and with our clients globally to build more effective and representative organizations. We are proud to share the progress we have been making on our ESG initiatives through the work and investments we have undertaken to lessen our impact on the environment, advance diversity and inclusion and innovate across our business to drive an increasingly sustainable business model for the future. At Heidrick & Struggles, we hold ourselves to the highest standards, and as a premier provider of leadership advisory services, people are at the center of all we do. Using our culture as a differentiator to attract, develop and retain the highest-performing talent and build a more diverse and inclusive firm is a strategic priority.

As trusted advisors in boardrooms around the globe, one of the most consequential conversations taking place and that we have the privilege of helping to shape is around sustainability and ESG issues.

Stephen W. Beard

Secretary     _|    GOVERNANCE       1

Some highlights from our 2021 ESG efforts include:

The Proxy Statement and the Company Annual Report are available at:http://www.heidrick.com/proxy.2021 COMPENSATION HIGHLIGHTS

2021 Compensation Best Practices

Key Elements of 2021 Executive Compensation Program

2021 CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to regularly monitoring and evaluating best practices and new developments in corporate governance against our current practices to promote long-term value and strengthen Board and management’s accountability to our stockholders, clients and other stakeholders. Highlights of our corporate governance framework, include the following:

About the Annual Meeting and Voting							1
Item 1—ElectionNumber of Directorsdirector nominees:				57			Board and committee oversight of human capital management and other ESG programs and disclosures
Nominees for Election as DirectorsPercentage of independent director nominees:				85.7	8%		Annual Board, committee and director evaluations
Corporate GovernanceDirectors attended at least 75% of meetings					11		Risk oversight by full Board and committees
Director CompensationAnnual election of directors			16				Stock ownership guidelines for directors and executive officers
Voting SecuritiesIndependent Chairman of Certain Beneficial Ownersthe Board							Annual talent management and Managementsuccession planning for the CEO and his direct reports			18
Compensation Discussion and AnalysisRegular executive sessions for independent directors					20
Summary Compensation Table			37
2015 Grants of Plan-Based Awards Table			39
2015 Outstanding Equity Awards at Fiscal Year-End Table			40
2015 Option Exercises and Stock Vested Table			41
Pension Benefits			41
Nonqualified Deferred Compensation			41
Potential Payments Upon Termination or a Change in Control			42
Human Resources and Compensation Committee Report			48
Item 2—Advisory Vote to Approve Executive Compensation			49
Report of the Audit and Finance Committee of the Board of Directors			50
Audit Fees			51
Item 3—Ratification of Appointment of Independent Registered Public Accounting Firm			52
Certain Relationships and Related Party Transactions			53
Section 16(a) Beneficial Ownership Reporting Compliance			53
Compensation Committee Interlocks and Insider Participation			53
Stockholder Proposals for Next Year’s Annual Meeting			54
Other Matters			54
Annex A—Non-GAAP Reconciliation			A-1

    _|    GOVERNANCE       3

ABOUT2022 DIRECTOR NOMINEES HIGHLIGHTS

PROPOSALS SUBMITTED TO VOTE AT THE ANNUAL MEETING AND VOTING

This Proxy Statement contains information about the matters to be voted on at our 2016 Annual Meeting of Stockholders (Annual Meeting) as well as other information about Heidrick & Struggles International, Inc. (Heidrick, or our Company) and our corporate governance. Enclosed with this Proxy Statement you also will find a: RECOMMENDATIONS

We encourage you to carefully read this Proxy Statement in its entiretywill also act upon any other business as may properly come before voting. The approximate date on which this Proxy Statement and accompanying materials are first being sent to holders of our common stock (Common Stock) is April 22, 2016.

Time, Date and Place of Annual Meeting

The meeting will be held on May 26, 2016 at 9:00 a.m. Eastern Daylight Time at the Law Offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, NY 10017-3954. Only common stockholders and their duly appointed legal proxies who present the required identification and proof of stock ownership as of the record date will be admitted to the meeting. If you need directions to the Annual Meeting, please contact Heidrick’s Investor Relations Officer at 1-312-496-1200.

This Proxy Statement

Heidrick’s Board of Directors (Board) is furnishing you with this Proxy Statement in order to solicit your proxy for the Annual Meeting and at any adjournment thereof. Aadjournments or postponements of that meeting. The Board or proxy is your direction to another person to vote your shares. When you sign the enclosed Proxy Card, youholders will appoint certain members of our management to vote your sharesuse their discretion on other matters that may arise at the Annual Meeting in the manner you instruct. Even if you plan to attend the Annual Meeting, you should complete, sign and return your Proxy Card in advance.Meeting.

The Company has retained Alliance Advisors, L.L.C. (Alliance) to aid in the solicitation of proxies. We will pay Alliance $9,000 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses. If the Company requests banks, brokers or other stockholder nominees to solicit proxies from beneficial owners of shares held in “street name” (as described below), the Company will reimburse them for their reasonable out-of-pocket expenses. We may also use our officers and other employees to solicit proxies from stockholders and will pay all costs associated with the solicitation.

Matters to Be Voted on at the Annual Meeting4      GOVERNANCE    _|    

WHO WE ARE

Matters Requiring Stockholder Action		Board Voting Recommendation		For More Details see PageHeidrick is a leadership advisory firm, providing executive search, leadership consulting and on-demand
Election talent services to businesses and business leaders worldwide by helping them improve the effectiveness of Directors (Item 1their leadership teams. More specifically, the Company provides these services through the expertise of over 430 consultants located in major cities around the world. We are a publicly traded company with shares listed on the Proxy Card)Nasdaq Stock Market.		For Each Nominee		5
Advisory Vote At our core, we help boards and leadership teams be successful. We place importance on building strong partnerships with our clients to Approve Executive Compensation (Item 2 on the Proxy Card)		For		49
Ratificationhelp them achieve their talent and human capital objectives and be successful. The aim of Independent Auditors (Item 3 on the Proxy Card)these services is to create leaders, teams and companies that thrive. Our service offerings include:		For		52

EXECUTIVE SEARCH

If you returnWe partner with our clients – respected organizations across the globe – to help them build and complete your proxy by indicating how you would like your sharessustain the best leadership teams in the world, with a special focus on placing top-level senior executives. Through our unique relationship-based, data-driven approach, we help our clients find the right leaders, set them up for success and accelerate the performance of themselves, as well as their teams and organizations.

We form cross-sector consultant search teams for each client to be votedoffer geographical knowledge, industry insights or expertise based on the particular role the client is looking to fill. By taking advantage of our global presence in this way, we believe we are able provide our clients with best-in-class market intelligence and service.

Our Executive Search consultants work at the Annual Meeting, your shares will be votedtop and specialize in accordance with your instructions. If you return your proxy but do not indicate how you would like your shares voted, your shares will be voted in accordance withsearches for Boards of Directors and the Board’s recommendations above. Stephen W. Beard,C-suite, including roles such as Chief Executive Vice President, Chief Administrative Officer, General Counsel and Secretary and Richard W. Pehlke, Executive Vice President and Chief Financial Officer, will be attorneys-in-fact for all returned proxies.

Voting on Annual Meeting Matters

You are entitled to vote or direct the voting of your shares at the Annual Meeting if you were a stockholder of record at the close of business on March 31, 2016, the record date (Record Date) for the Annual Meeting. On that date, there were approximately 18,550,858 shares of Heidrick Common Stock outstanding, each of which is entitled to one vote for each matter to be voted on at the Annual Meeting, held by approximately 3,848 stockholders of record.

If you are astockholder of record you may cast your vote in one of the following ways:

If you attend the Annual Meeting, you may vote in person even if you have previously submitted your proxy by mail, telephone or via the Internet. A list of the shareholders of record as of March 31, 2016 will be available for inspection during ordinary business hours at our principal executive office at 233 South Wacker Drive, Suite 4900, Chicago, Illinois 60606-6303, from May 13, 2016 to May 25, 2016,Chief Human Resources Officer, as well as at our Annual Meeting.for functional officers in areas like Information and Technology, Legal, Risk, Compliance and Government Affairs, Marketing, Sales and Strategy and Supply Chain and Operations. We also see growing demand for executive searches related to Diversity, Equity and Inclusion, Sustainability, Social Impact, Biopharmaceuticals, Disruptive Healthcare, Medical Technology and Private Equity.

“Stockholders of Record” and Beneficial Owners of Shares held by Brokers in “Street Name”

If you hold Common Stock that is registered in your name through our transfer agent (Computershare Trust Company NA) as of the Record Date, you are a “stockholder of record”. However, if you hold shares of our Common Stock indirectly through a broker, bank or similar institution, you are not a stockholder of record. Rather, you are a stockholder whose shares are held in “street name.” Your broker, bank, or other nominee is considered the stockholder of record, and you are considered the “beneficial owner” of the shares.HEIDRICK CONSULTING

We sent copiespartner with organizations through Heidrick Consulting to unlock the power of their people. Our tools and experts use data and technology to bring science to the art of human capital development and organizational design. Our services allow our proxy materials directlyclients to all stockholdersaccelerate their strategies and the effectiveness of record. If you areindividual leaders, teams and organizations as a beneficial owner whose shares are held in “street name”, these materials were sentwhole.

Heidrick Consulting offers our clients groundbreaking approaches to you byhuman capital development through a myriad of solutions, ranging from leadership assessment and development, team and organization acceleration, digital acceleration and innovation, diversity and inclusion advisory services and culture shaping. Applying our deep understanding of the bank, broker or similar institution throughbehaviors and attributes of leaders across many of the world’s premier companies, we guide our clients as they build a thriving culture of future-ready leadership. These premium services and offerings, which you hold your shares. As the beneficial owner, you can direct your institution ascomplement our Executive Search expertise, significantly contribute to how you would like your shares voted at the Annual Meeting.our ability to deliver a full-service human capital consulting solution to our clients.

Voting of Shares held     _|    GOVERNANCE       5

ON-DEMAND TALENT

In April 2021, we acquired Business Talent Group, LLC (“BTG”), a market-leader in “Street Name”sourcing high-end, on-demand independent talent. Our on-demand services provide clients seamless on-demand access to top independent talent, including professionals with deep industry and functional expertise for interim leadership roles and critical, project-based initiatives. We believe our unique model delivers the right independent talent on demand by blending proprietary data and technology with a dedicated Talent Solutions team.

If you are a beneficial owner whose shares are held in “street name” you must obtain a “legal proxy” from your bank or broker to vote at the Annual Meeting. Or you must give the institution that holds your shares instructions on how you would like your shares voted. If that organization does not receive voting instructions from you, how your shares will be voted (if at all) will depend on the type of proposal. Institutions are not authorized to vote your “street name” shares for Items 1 or 2 (uncontested elections of directors and advisory vote to approve executive compensation) without instructions from you. Institutions may vote your “street name” shares for Item 3 (ratification of independent auditors) at their discretion even if you do not provide voting instructions.

If you do not provide specific instructions to your institution as to how to vote your “street name” shares for Items 1 and 2 your institution will not be able to vote those shares and a “broker non-vote” will occur.ENVIRONMENTAL STEWARDSHIP, SOCIAL AND GOVERNANCE (“ESG”)

Matters Requiring Stockholder Action				Effect At Heidrick, we help our clients change the world, one leadership team at a time. Heidrick recognizes the importance of broker “non-votes”		EffectESG issues to stockholders and formed a global cross-functional team, including members of abstentions
Election of Directorsour Legal Department, Human Resources Department and Sustainability practice, among others, to evolve and monitor our ESG efforts. (Item 1 on the Proxy Card)		Will not affect the outcome of the election of directors.		Will not affect the outcome Our Nominating and Board Governance Committee of the election of directors.
Advisory VoteBoard is responsible for reviewing and making recommendations to Approve Executive Compensationthe Board regarding the Company’s ESG programs and disclosures. (Item 2 on the Proxy Card)		Will not affect the outcome of the vote on this matter.		WillOur ESG priorities are centered around six foundational pillars which have the same effectboth internal and client-facing significance, as a vote against the matter.
Ratification of Independent Auditors (Item 3 on the Proxy Card)		N/A		Will have the same effect as a vote against the matter. outlined further below.

Required VoteHOW WE CHAMPION ESG

At Heidrick, we are on the same ESG journey as our clients. In April 2021, we launched our inaugural ESG Report to outline our efforts and disclose progress across ESG initiatives. In tandem, we announced our partnership with Indigo Ag, to work closely together to begin addressing our carbon emissions, further strengthening our commitment to developing a sustainable business model and setting a plan for Annual Meeting Mattersour carbon removal efforts. As part of our ongoing partnership, Heidrick began purchasing verified carbon offset credits, which are expected to increase through the coming years and offset at least 45% of our 2019 carbon emissions by 2023.

Referencing both Global Reporting Initiative (“GRI”) and the Value Reporting Foundation Sustainability Accounting Standards Board (“SASB”) frameworks, our ESG Report delves, in-depth, into Heidrick’s commitment to serving client needs, leading on diversity and inclusion, supporting our employees and communities where we work and prioritizing environmental sustainability.

A quorumFor our complete ESG story, the Company’s latest ESG Report can be found here: https://investors.heidrick.com/static-files/518a94ad-8473-4268-8cd2-a6665ac4d731. The information contained in the Company’s ESG Report, or otherwise on or connected to the Company’s website, is required to transact business atnot incorporated by reference into this proxy statement and should not be considered part of this or any other report filed with the Annual Meeting. The holders of a majoritySEC.

6      GOVERNANCE    _|    

SERVING CLIENTS: FINDING LEADERSHIP SOLUTIONS FOR SUSTAINABLE, DIVERSE AND INCLUSIVE BUSINESSES

Since 2017, we have conducted over 1,000 ESG related executive search and consulting assignments – representing one of the outstanding sharesfastest growing segments of Common Stockour business. In 2021, we completed approximately 270 ESG related assignments, partnering with our clients, candidates, employees and communities to make the world a better place. Our Sustainability Practice focuses on sustainability officer roles, board placements focused on sustainability, sustainable product or service businesses, businesses working to embed sustainability into their strategy, sustainable assets managers, private equity funds, not-for-profit and philanthropic organizations, development banks and others.

Our Diversity, Equity & Inclusion (“DE&I”) consulting practice has a proven track record of accelerating our clients’ performance by increasing diversity, addressing equity and promoting inclusion. As the Record Date, present in person or represented by proxyindustry’s authority on leadership and entitledhuman capital, we take a business-focused, data-driven, and leader-led approach where DE&I not only fosters positive change, but also drives performance and growth. Our DE&I offerings provide strategic advisory services through data-driven insights designed to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are treated as present for quorum purposes. The following table summarizes the votes required for passage of each matter requiring stockholder action at the Annual Meeting.accelerate performance.

DRIVING CHANGE WITHIN OUR FIRM: OUR OWN DE&I JOURNEY

Matters Requiring Stockholder Action		Vote Required
Election of Directors (Item 1 on the Proxy Card)		You may vote FOR any or all director nominees or you may WITHHOLD AUTHORITY as to one (or more) director nominee. A plurality vote of all votes cast is required for the election of directors. Therefore, the eleven nominees for director who receive the most votes will be elected. Any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” the nominee’s election will tender his or her resignation to the Chair of the Nominating and Board Governance Committee for consideration, and that Committee will make a recommendation to the Board whether to accept or reject the resignation. The Board will consider the recommendation and publicly disclose its decision and the rationale behind it promptly.
Advisory Vote to Approve Executive Compensation (Item 2 on the Proxy Card)		You may vote FOR or AGAINST this Item or you may ABSTAIN. A majority of the shares of Common Stock present in person or represented by proxy and entitled to vote must be voted FOR the Item in order for it to pass.
Ratification of Independent Auditors (Item 3 on the Proxy Card)		You may vote FOR or AGAINST this Item or you may ABSTAIN. A majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter must be voted FOR the Item in order for it to pass.

RepresentativesDE&I is embedded in everything we do and believe in as a firm. We are committed to fostering an inclusive workforce, where diverse backgrounds are represented, engaged and empowered to make meaningful contributions. Our firm values differences in ability, ethnicity, perspectives, gender, geography and sexual orientation. At Heidrick, diversity is not just a politically or socially responsible goal for our firm, it is a business imperative. As a result, we proactively recruit, develop and work to retain diverse talent across all levels of Broadridge Financial Solutions, Inc.our firm.

At Heidrick, we have created affinity groups to help nurture an inclusive and collaborative culture that enables everyone to reach their potential and fully contribute to our success as one firm. These affinity groups, called Employee Resource Groups (“ERGs”), are internal networks of employees who work to provide professional development and business insights around a common interest in order to improve the employee experience. Each group has its own global or regional representation. Each of our ERGs are fully independent in order to create a trusting and safe environment for other members. Our current ERGs include:

    _|    GOVERNANCE       7

PEOPLE: WINNING TEAMS COME FROM AN EXTRAORDINARY CULTURE

As leaders in helping clients attract, develop and retain great talent, we are constantly learning and promoting management best practices, which we also seek to incorporate into our own firm. We therefore strive to create an open, inclusive and committed culture where our employees find fulfillment through their jobs and can deliver their best because they feel safe bringing their whole selves to work. This work begins by implementing policies and programs that support our employees’ success by creating a welcoming environment that is free from harassment, and provides growth opportunities, as well as health and wellness benefits.

Our organization is governed according to our values and ethics by our Board of Directors and management team. Through its committee meetings and regular interactions with senior leadership, our Board of Directors provides strategic direction to our Executive Search, Heidrick Consulting and On-Demand Talent operations while encouraging the development of new initiatives to ensure we continuously strive to meet stakeholder needs and set industry standards.

We are committed to the professional development of our employees and promoting a continuous learning culture within our firm. Our learning and development programs have been created with the goal of providing our employees with resources on business development, account management, client service and strengthening leadership skills. In addition to building personal and professional capabilities, these programs set a standard for the behaviors that will tabulatehelp us realize our business goals and strategies.

In 2021, our Learning & Development team delivered over 12,800 hours of aggregate live training to our colleagues globally throughout the votes castyear across all programs. We continued with a virtual format due to the COVID-19 pandemic. Our learning catalog outlines dozens of live, virtual programs and thousands of eLearning courses designed to help build and enhance employee leadership, business acumen and business development skills. These programs are continually updated to reflect best practices and feedback received from employees.

COMMUNITY: LENDING A HAND TO OUR NEIGHBORS

We strongly believe that the benefits of our success and scale should enrich all of our stakeholders, especially the communities in which we operate. We are committed to being responsible global and corporate citizens by positively contributing to the communities in which we work and live. In 2021:

ENVIRONMENTAL SUSTAINABILITY: SHRINKING OUR CARBON FOOTPRINT

As one of the world’s largest executive recruiting and leadership advisory firms, we recognize the impact our offices and operations have on the planet, and we acknowledge our responsibility to reduce our environmental impact where possible. We care about our communities – local and global – and we are committed to measuring our impact on the world, creating transparency around our activities and pursuing environmental sustainability initiatives.

In 2019 we began studying our carbon footprint which shrank considerably in 2020 and 2021 as we transitioned to serving clients virtually due to the pandemic. In 2020, as most of our employees began working remotely under our newly formalized hybrid workplace philosophy, we began to reassess our total real estate footprint. We entered 2020 with 441,084 rentable square feet. Since 2020, we have successfully reduced our square footage to roughly 330,000, a 111,084 reduction in square footage or roughly 26% of our real estate footprint. With office shrinkages occurring, it has also given us the opportunity to recycle furniture throughout our various offices.

8      GOVERNANCE    _|    

Currently, Heidrick serves clients through a network of 49 offices in 28 countries. We lease space in over 20 green buildings across the globe, including many LEED buildings in the U.S. We pursue environmental sustainability initiatives when building and maintaining our offices globally. When assessing our lease renewals and moves, we take into consideration the type of green or LEED certified building and how it impacts our carbon footprint. When building or renovating our offices, we prioritize working with vendors and suppliers who produce eco-friendly products, and we are constantly looking to add natural greenery into our offices around the world.

In addition to reducing our footprint through office square footage and reductions in business travel due to the pandemic, we have proactively addressed our carbon emissions by purchasing verified carbon offset credits, which will increase through the coming years to further offset our carbon emissions.

STAKEHOLDER ENGAGEMENT: REACHING BEYOND OUR FOUR WALLS

We aspire to create deeper partnerships with organizations to drive and advance our purpose and our values throughout the world. As a result, we engage with the following stakeholders:

We additionally have relationships with a broad array of respected global organizations that guide us in our journey including: The Economist Intelligence Unit, Fortune Magazine, The Executive Leadership Council, the National Association of Corporate Directors, Nasdaq, the Hispanic Association on Corporate Responsibility, the World Economic Forum, Stanford University, the Latino Corporate Directors Association, the World Bank, INSEAD, the New World Alliance, the University of Oxford, Paradigm for Parity, ION and Catalyst.

    _|    GOVERNANCE       9

Governance

Heidrick understands that corporate governance is not static, and as a result, we regularly monitor and evaluate best practices and new developments in corporate governance against our current practices. The value proposition of good governance extends beyond our own internal practices, as we serve as a trusted advisor to boards and C-suites on myriad issues. Heidrick offers its clients an integrated suite of services and advisory expertise at the CEO and board level, ranging from the acquisition of talent to longer-term Succession Planning, Board Dynamics and Culture Shaping.

Heidrick has built its reputation over the course of several decades on its core value of always acting with integrity. Our commitment to the highest levels of integrity and transparency in our Annual Meeting,business allows our investors to better assess risk and the value of our Company. Internally, Heidrick’s governance requires oversight at all levels. Heidrick invests in its people who are responsible for keeping careful watch over the Company’s assets – whether they are monetary in value, confidential data assets or other assets entrusted to the Company.

Heidrick is committed to translating our values and strategy into measurable results in order to improve our own performance on ESG issues that are material to our stockholders, the clients we serve, the candidates and participants with whom we interact and engage, and others with whom we work every day.

BOARD STRUCTURE

The current members of the Board of Directors are: Elizabeth L. Axelrod, Laszlo Bock, Mary E. G. Bear, Lyle Logan, T. Willem Mesdag, Krishnan Rajagopalan, Stacey Rauch and Adam Warby. Mr. Bock will act asnot be standing for reelection to the independent inspector of election forBoard at the Annual Meeting. We expect to announceAs a result, following the preliminary voting results at our Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K that will be posted on our website.

Revoking a Proxy

You can revoke your proxy at any time before it is voted at our Annual Meeting, subject toour Board will have seven members. Proxies cannot be voted for a greater number than the voting deadlines that are described on the Proxy Card or voting instruction form, as applicable. You can revoke your vote:

You may also revoke your proxy by giving written noticenumber of revocation to our General Counsel and Secretary, Stephen W. Beard, at Heidrick & Struggles International, Inc., 233 South Wacker Drive, Suite 4900, Chicago, Illinois 60606-6303, if received no later than 5:00 p.m., Eastern Time, on May 25, 2016.

If your shares are held in street name, we also recommend that you contact your broker, bank or other nominee for instructions on how to change or revoke your vote.

Our Stock and Stockholdersnominees named.

The Company’s AmendedBoard met six times during 2021. Each current member of our Board of Directors (individually, “director”, and Restated Certificatetogether, “directors”) attended at least 75% of Incorporation provides for its authorized capital stock to consistall of 100,000,000 sharesthe meetings of Common Stock, $0.01 par value per share, of which 18,550,858 shares were issued and outstanding on March 31, 2016, and 10,000,000 shares of preferred stock, $0.01 par value per share, none of which have been issued. The Company’s Common Stock is listed on the Nasdaq Stock Market under the symbol “HSII.” Each stockholder is entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Common Stock do not have cumulative voting rights. Holders of Common Stock are entitled to receive dividends if and when dividends are declared by the Board and out of funds legally available, after the required dividends are paidcommittee(s) on outstanding preferred stock, if any.

On September 19, 2007, the Board approved the initiation of a quarterly cash dividendwhich they served. Pursuant to our Director Attendance at Annual Meetings Policy contained in the amount of $0.13 per share and the dividend has been reauthorized by the Board for each succeeding fiscal quarter up to the present. In the event of the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock. The shares of Common Stock have no preemptive or conversion rights and are not subject to the Company’s further calls or assessment. There are no redemption or sinking fund provisions applicable to the Common Stock.

Corporate Governance Information

A copy of our 2015 Annual Report accompanies this Proxy Statement. You may obtain, free of charge, an additional copy of our 2015 Annual Report or our Corporate Governance Guidelines, Code of Business Conduct and Ethics (Code), Director Independence Standards andall directors are expected to make every effort to attend the charters for our Audit and Finance, Human Resources and Compensation, and Nominating and Board Governance Committees by writing to: Heidrick & Struggles International, Inc., 233 South Wacker Drive, Suite 4900, Chicago, Illinois, 60606-6303, Attn: Investor Relations Officer, telephone: 1-312-496-1200 or e-mail:InvestorRelations@heidrick.com. These documents are also available on our website at:http://www.heidrick.com/Who-We-Are/Our-Leadership.

ITEM 1—ELECTION OF DIRECTORS

Our Board currently consists of eleven directors, including our current President and Chief Executive Officer and ten independent directors. At our 2015Company’s annual meeting the Company’sof stockholders, adopted amendments to the Company’s Certificate of Incorporation to declassify the Board effective at this year’s Annual Meeting. Therefore, beginning with this year’s Annual Meetingand all of our directors will standthem did so in 2021. The Company believes that annual meetings provide an opportunity for election on an annual basis.

Nomineesstockholders to communicate with directors.

Since December 2015, our Board has appointed four new directors. Our new directors bring a wideBOARD DIVERSITY MATRIX

The below matrix outlines the gender and demographic diversity of skills and experiences to the Board, including experience in capital markets, talent and leadership development, and investor relations. Mr. Lyle Logan was appointed to the Board effective December 15, 2015; Ms. Elizabeth Axelrod and Mr. Willem Mesdag were appointed to the Board effective February 5, 2016; and Ms. Clare Chapman was appointed to the Board effective February 23, 2016. These four directors, along with our other currently serving directors, will stand for election to the Board at this year’s Annual Meeting.

Two directors leftcurrent members of our Board, in 2015. Mr. Robert Knowling resigned fromaccordance with Nasdaq’s board diversity disclosure rules.

BOARD LEADERSHIP

The Board does not have a fixed policy regarding the separation of the offices of Chairman of the Board (the “Chairman”) and CEO and believes that it should maintain the flexibility to select the Chairman and its Board leadership structure, from time to time, based on July 3, 2015. Mr. Robert Kaplan resigned from the Board effective August 20, 2015 upon his appointment as the President and Chief Executive Officer of the Federal Reserve Bank of Dallas. Neither resignation involved any dispute or conflict with management or the Board.

This year, upon the recommendation of our Nominating and Board Governance Committee, our Board nominated Elizabeth L. Axelrod, Richard I. Beattie, Clare M. Chapman, John A. Fazio, Mark Foster, Jill Kanin-Lovers, Gary E. Knell, Jr., Lyle Logan, Willem Mesdag, V. Paul Unruh, and Tracy R. Wolstencroft.

Each of the nominees for 2016 has informed us that they are willing to serve as a director. If any nominee ceases to be a candidate for election for any reason, the Proxy will be voted for a substitute nominee designated by the Company’s Board. The Board currently has no reason to believe that any nominee will not remain a candidate for election as a director or will be unwilling to serve as a director if elected.

Nomination Process

In evaluating, identifying and recommending nominees for the Board, our Nominating and Board Governance Committee considers, among other qualificationscriteria that it deems appropriate, the following:

We do not set specific, minimum qualifications that nominees must meet in order to be recommended to the Board. Each nominee is evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of the Board.

The Nominating and Board Governance Committee discusses and evaluates possible candidates in detail and the Company’s consultants are sometimes employed to help identify potential candidates. When determining whether to recommend a director for re-election, the Nominating and Board Governance Committee considers the director’s past participation in and contributions to Board activities.

Board Diversity

Our Board believes that diversity is an important attribute of a well-functioning board. The Nominating and Board Governance Committee considers diversity (among other factors it deems appropriate) in light of the overall needs and composition of the Board and the best interests of the Company and itsour stockholders. In considering nominee diversity, the event that circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and our stockholders. For this reason, our Board evaluates skills, experience,issues that may be relevant to our leadership structure as part of our annual Board evaluation process.

Mr. Adam Warby has served as our independent Chairman since June 6, 2019. The Chairman’s duties include coordinating the activities of the independent directors, coordinating the agenda for and backgroundmoderating sessions of the Board’s independent directors, and facilitating communications among the other members of the Board. This structure also allows the CEO to focus his energies on the management of the Company. We believe this structure provides strong independent leadership and oversight for our Company and our Board, while positioning our CEO as the leader of the Company for our investors, counterparties, employees and other stakeholders.

Every director on our Board, other than our CEO, is independent. We believe that would complement the existing Board.

Over time, the Board has nominated and currently consistsnumber of independent, experienced directors that generally reflect the diversemake up our Board benefits our Company and expansive global footprint of the Company’s business operations, including a wide range of experiences, as well as diversity of age, gender, race and national origin. Diversity is an important factor that the Nominating and Board Governance Committee will continue to consider when evaluating candidates for nomination to the full Board.our stockholders.

Stockholder Recommendations for NominationsDIRECTOR INDEPENDENCE

Stockholders who wish to recommend individuals for consideration by the Nominating and Board Governance Committee to be nominees for election to the Board may do so by notifying the Company’s Secretary. In addition, the Company’s Amended and Restated Bylaws permit stockholders to nominate directors for consideration at an annual stockholder meeting, provided that the appropriate requirements for prior notice to the Company have been satisfied in advance, as described further under “Stockholder Proposals for Next Year’s Annual Meeting.”

Director Independence

Our Board determinesWe determine the independence of all non-employee directors in accordance with the “independence”independence requirements of our Corporate Governance Guidelines, our Director Independence Standards, our Related Party Transaction Policy and the rules of the Nasdaq stock market (“Nasdaq Rules”). Our Corporate Governance Guidelines, our Director Independence Standards and Related Party Transaction Policy can be found at https://investors.heidrick.com/corporate-governance.

Pursuant to the Nasdaq Stock Market listing standards (Nasdaq Rules). Accordingly, each year the Boardpolicies listed above, we affirmatively determinesassess whether each non-employee director has a relationship that would interfere with the exercise of independent judgment in carrying outpursuant to these policies and corporate governance best practices.

In addition to the responsibilities of a director. Annually, each non-employee director is required to complete a questionnaire that provides information about relationships that might affect the determination of independence. Management then providesNominating and Board Governance Committee’s review, the Board with relevant factsconducts an annual review of director independence, during which the Board also considers transactions, relationships and circumstances of any relationship bearing on the independence of aarrangements between each director or nomineean immediate family member of the director and each of the Company and our executive officers.

The Board has determined that are outsideeach of the relationships prohibitedfollowing non-employee directors who served during the last completed fiscal year qualifies as “independent” in accordance with the above listed guidelines, standards and rules: Elizabeth L. Axelrod, Laszlo Bock, Mary E. G. Bear, Clare M. Chapman, Lyle Logan, T. Willem Mesdag, Stacey Rauch, and Adam Warby. As Krishnan Rajagopalan is employed by Nasdaq Rules.

The table below outlines membership and the frequency of meetings for each Board committee in 2021.

Name		AFC		HRCC		NGC
Elizabeth L. Axelrod						Chair
Laszlo Bock				Chair
Mary E. G. Bear
Lyle Logan
T. Willem Mesdag		Chair
Krishnan Rajagopalan (CEO)
Stacey Rauch
Adam Warby (Chairman)		Ex Officio
Number of Meetings in 2021		7		4		4

The Chairman is an ex officio member of the respective committees but is excluded from discussions regarding Chairman compensation. Additionally, the CEO is permitted to attend committee meetings only at the invitation of the respective committee. Accordingly, the CEO is not permitted to attend committee meetings when the independent directors meet in executive session, such as when independent directors conduct performance evaluations or discuss the compensation of the CEO, or any other portion of any committee meeting that the independent directors deem appropriate to conduct outside of the CEO’s presence for any reason.

		AUDIT & FINANCE COMMITTEE (“AFC”) The AFC serves as an independent committee to assist in Board oversight of:

AFC
The integrity of the Company’s financial statements
The Company’s compliance with legal and regulatory requirements
The independent registered public accounting firm’s appointment, retention, qualifications and independence
The Company’s risk, compliance and internal audit functions
The review and recommendation to the Board concerning the payment of dividends
The review of all related party transactions reported to the AFC by the NGC for appropriate financial statement disclosure

In addition, our Board determined that:

the AFC consults with the NGC on the adequacy of the Code of Ethics, reviews the Company’s procedures for detecting violations of and ensuring compliance with the Code of Ethics and reviews violations and waivers of the Code of Ethics. Each member of the Audit and Finance CommitteeAFC is able to read and understand fundamental financial statements (as required under Nasdaq Rules) and meets the heightened standards of independence for audit committee members pursuant to the rules and regulations of the SEC (SEC Rules)(the “SEC Rules”).

John A. Fazio, Lyle Logan Messrs. Mesdag and V. Paul UnruhLogan each qualify as an “audit committee financial expert” within the meaning of the SEC Rules, and both are presumed to be financially sophisticated for purposes of the Nasdaq rules.Rules.

 

12      GOVERNANCE    _|    

		NOMINATING AND BOARD GOVERNANCE COMMITTEE (“NGC”) The NGC serves as an independent committee to assist the Board in determining:

NGC
The criteria for directors and the recommendation of nominees for election to the Board
Committee membership recommendations
The independence of directors and committee members under applicable standards
The Company’s corporate governance policies, including the Corporate Governance Guidelines and Code of Ethics
The form and amount of director compensation
Oversight of other board memberships/limits on directorships
CEO Succession
The Company’s ESG programs and disclosures

In addition, the NGC coordinates and assists the directors, the Board and its Committees with their annual evaluations. The NGC also reviews and approves related party transactions in consultation with the AFC. All of the members of the NGC are independent within the meaning of the Nasdaq Rules and the Company’s Corporate Governance Guidelines, Director Independence Standards, and Related Party Transaction Policy, which can be found at https://investors.heidrick.com/corporate-governance.

		HUMAN RESOURCES AND COMPENSATION COMMITTEE (“HRCC”) The HRCC serves as an independent committee to assist in Board oversight of:

HRCC
Administering, recommending and approving all elements of compensation for the CEO and other Executive Officers
Adopting, administering and approving equity-related incentives and awards under the Company’s equity compensation plans
Reviewing and approving terms of employment, severance or other compensation-related agreements for any Executive Officer or key employee
Approving the peer group used for the executive compensation benchmarking purposes
Providing oversight and risk assessments in connection with Company-wide compensation programs
Providing guidance on strategically critical human capital matters
Review annually, in consultation with senior management, the Company’s diversity and inclusion practices, key metrics, and talent pipelines, including succession plans for the CEO’s direct reports

Each member of the Human Resources and Compensation CommitteeHRCC meets the heightened standards of independencequalifications for compensation committee members pursuant to the Nasdaq rulesRules and is a “non-employee“non-employee director” within the meaning of SEC Rule 16b-3,16b-3.

    _|    GOVERNANCE       13

BOARD OVERSIGHT OF CORPORATE STRATEGY

Our Board takes an active role with management to formulate and review our long-term corporate strategy, including major business and organizational initiatives, growth opportunities and capital allocation priorities. On a quarterly basis the Board is provided a strategic update and management and the Board conduct an “outside director” within the meaningin-depth review of Section 162(m)different aspects of the Internal Revenue Code.corporate strategy. Additionally, on an annual basis the Board and management conduct an in-depth, comprehensive review of the progress made against our strategic goals for the short and long-term.

compensation “claw-backs” work together to provide its employees and executives with incentives to deliver outstanding performance to build long-term stockholder value, while taking only necessary and prudent risks.

CODE OF ETHICS

The Board has adopted a Code of Ethics (the “Code”) that applies to all of the Company’s employees, officers and directors, as well as independent contractors working on behalf of the Company. Through our Code, we establish clear ethical and professional associations, manyguidelines, and work though several mechanisms to hold the Company collectively to the highest professional ethical standards.

The Code meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and also meets the requirements of a “code of business conduct and ethics” under Nasdaq Rules. All employees generally are required to certify that they have reviewed and are familiar with the Code annually. The Code can be located in its entirety on the Company’s website at https://investors.heidrick.com/corporate-governance.

ETHICSLINE

The Board also has established the Heidrick & Struggles EthicsLine (the “EthicsLine”), a service that provides a mechanism for reporting to the Company alleged breaches of any legal or regulatory obligations, financial fraud, including accounting, internal controls and auditing, or any alleged violation of the Code or corporate policies. The EthicsLine is a web-based and telephonic reporting hotline available to all Company employees, contractors, vendors, stockholders, clients or other interested parties. The EthicsLine is administered by an independent third party that is separate from Heidrick and specializes in running whistleblower hotline programs for multinational companies. Calls are not recorded and callers may remain anonymous. The EthicsLine is operational 24 hours a day, seven days a week. To contact the EthicsLine, you may dial 800-735-0589 toll-free in the U.S. or 704-731-7242 outside the U.S. or by visiting www.Heidrick.ethicspoint.com. All such communications received through the EthicsLine are handled in accordance with the procedures established by the AFC.

DATA PRIVACY

Data is critical to our business. Trust in how we handle that data is essential. We continue to build awareness and expertise around data ethics as we develop new and innovative ways of working with data and focus on a privacy by design approach globally, with our core values of integrity and respect being central to our approach.

Our clients, candidates and participants have growing expectations and interest in how data is handled, and we have responded by equipping our staff with the knowledge, resources and subject matter experts to ensure we can meet those needs. We continue to integrate data ethics training and awareness across the business, in addition to mandatory annual security training for all staff. It is important that all our staff understand and take responsibility for their actions when handling data. We also continue to evolve our approach to data governance, working across multiple functions to build a consolidated and systematic approach to data protection. As a proud leader in our industry, we strive to set an example of best data privacy practices.

Heidrick is privileged to interact with hundreds of thousands of individuals as they go on a professional journey of assessment, development and potentially new roles. This is something we do not take for granted. We are subject to federal, state, and foreign laws regarding privacy and protection of people’s data, including the EU’s and UK’s General Data Protection Regulation (“GDPR”). We have a global privacy program to facilitate our ongoing efforts to comply with global privacy regulations, including GDPR and other rapidly emerging privacy and data protection laws in countries such as China and the UK, or states in the U.S. such as California, Virginia and Colorado.

As an international business, we focus on staying apprised of local developments for privacy and data protection laws across the globe. As part of our response to new laws enacted in China in 2021, we introduced a Withdrawal of Consent option for residents in China. Additionally, we will introduce new standard contractual clauses in response to changes in EU law. As part of our data governance processes, we periodically assess our data privacy compliance program with external experts to review and focus our future plans. We will continue our efforts to make our dealings in relation to personal data transparent, empowering individuals to make informed choices in the process.

We maintain a Data Subject Rights Hotline designed to enable our data subjects to easily submit a Data Subject Rights request. The Data Subject Rights Hotline is a telephonic reporting hotline administered by a third party that is separate and independent of

    _|    GOVERNANCE       15

Heidrick and specializes in running compliance hotline programs for companies throughout the U.S. The Data Subject Rights Hotline is operational 24 hours a day, seven days a week. Data subject rights requests may be submitted by visiting www.heidrickdsr.ethicspoint.com, or by calling our U.S. and Canada toll-free number: 1-844-916-1329. Country specific privacy email contacts have also been set up for China and our Data Protection Representative in Europe, in addition to our global privacy email contact, all of which may be located on our website: https://www.heidrick.com/en/privacy/privacy-notice-english.

INFORMATION SECURITY AND CYBERSECURITY

Confidentiality and information security are core to our corporate vision and values. It takes a combination of people, technical safeguards and processes to protect information for which we are responsible. Our security program, policies, standards, processes, tools and talent are aligned with the purpose of preventing and mitigating any potential data leakage. We also continually evaluate operating effectiveness of our security measures. Some key safeguards we have business, charitable undertaken include, but are not limited to:

The AFC, comprised entirely of independent directors, assists the Board in its responsibilities of overseeing that the Company has established, documented, maintained and periodically reevaluates its processes with respect to cybersecurity. Management briefs the AFC on cybersecurity matters no less than once per year, and in 2021 Management provided cybersecurity updates to the AFC and/or other relationshipsBoard four times during the course of the year. Further, the Company’s enterprise level IT general controls are audited annually by the Company’s internal audit function and the Company’s independent registered public accounting firm, RSM US LLP.

The Company also maintains a cyber enterprise risk management insurance policy, which would potentially defray some of the costs associated with each other or our Company. a breach. In the last three years, the Company has not experienced an information security breach, and as a result, the Company’s net expenses associated with information security breaches have not impacted total revenue.

16      GOVERNANCE    _|    

PROPOSAL 1

Election of Directors

The Board consideredrecommends a vote “FOR” each of thesethe director nominees named below. We have refreshed our Board over the past five years, as five highly-qualified directors have been added since 2017. We believe that the Board possesses the appropriate mix of diversity in terms of gender, age, race, national origin, skills, experience, viewpoints and service on our Board and the boards of other organizations.

DIRECTOR NOMINEES

There are seven nominees to be considered for election to our Board: Elizabeth L. Axelrod, Mary E. G. Bear, Lyle Logan, T. Willem Mesdag, Krishnan Rajagopalan, Stacey Rauch and Adam Warby. All of the nominees currently serve as directors on the Board, and with the exception of Ms. Bear, were elected to the Board by the stockholders at the 2021 annual stockholders meeting. Ms. Bear was recommended to our NGC as a potential nominee by our internal board search professionals. Each director nominee has agreed to be named in this proxy statement. As discussed above, Mr. Bock has decided not to stand for reelection at the Annual Meeting.The Company acknowledges and appreciates Mr. Bock’s years of service and contributions to Heidrick.

The Board Matrix below under “Criteria for Considering Director Nominees” summarizes key qualifications, skills and attributes relevant to the decision to nominate each candidate for service on the Board.

The nominees’ biographies below describe each candidate’s background and relevant experience in more detail. The nominees are identified and discussed in the paragraphs below for election at this year’s Annual Meeting and to each serve a one-year term expiring at the 2023 annual stockholders’ meeting. Each director will hold office until their successor has been elected and qualified or until the director’s earlier resignation or removal.

CRITERIA FOR CONSIDERING DIRECTOR NOMINEES

In considering potential candidates for election to the Board, including with respect to incumbent directors and stockholder recommended candidates, the NGC shall consider, among other qualifications that it deems appropriate, the following:

    _|    GOVERNANCE       17

Consistent with our company-wide priorities of diversity and inclusion, one of the criteria the NGC takes into account when considering potential candidates for election to the Board is the potential candidate’s ability to bring diversity to the Board. The NGC considers the self-identified diversity characteristics of each director or potential director candidate, including gender, age, ethnicity, skills, experience, viewpoints and service on our Board. Additional information about each nominee can be found below in the Board Matrix and in each of the Director Biographies below.

Stockholders who would like the NGC to consider their recommendations for director nominees should submit their recommendations to the Secretary of the Company at: Heidrick & Struggles International, Inc., Attn: Corporate Secretary, 233 S. Wacker Drive, Suite 4900, Chicago, Illinois 60606. Properly submitted director nominee recommendations by stockholders will receive the same consideration by the NGC as other suggested nominees.

DIRECTOR QUALIFICATIONS

The Board, acting through the NGC, considers its members, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service on the Board. Generally, the Board seeks individuals with broad-based experience and the background, judgment, independence, and integrity to represent the stockholders in overseeing the Company’s management in their operation of the business.

The NGC reviewed, updated and evaluated the Board’s skill and experience matrix and evaluated each of the directors’ qualifications against the Company’s long-term strategic plans. Within this framework, specific items relevant to the Board’s determination for each director are listed in each director’s biographical information beginning on page 21. The directors’ ages are shown as of April 1, 2022. There are no family relationships among our directors or executive officers.

18      GOVERNANCE    _|    

BOARD MATRIX

Listed below are certain skills, qualifications and experience that we consider important for our director nominees in light of our independence standardscurrent business strategy and determined that none of these relationships conflict with the interests of the Company, or would impair anystructure. The directors’ biographies note each director’s independence or judgment.

In makingrelevant experience, qualifications, and skills relative to this determination the Board considered material relationships among the directors and the Company, including the circumstances resulting from the concurrent service to the National Geographic Society (Society) of the Company’s President and Chief Executive Officer, Tracy R. Wolstencroft, and Chair of the Board’s Nominating and Board Governance Committee, Gary E. Knell. Mr. Knell serves on the board of trustees of the Society, and he became president and CEO of the Society on January 6, 2014. Mr. Wolstencroft also serves on the board of trustees of the Society, but does not serve, and has not served, on the compensation committee of the Society. The Board determined that these circumstances do not present either a conflict of interest or a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director on the part of either Mr. Wolstencroft or Mr. Knell.

Board Recommendation

The tables that follow contain certain information about each member of the Board, along with his or her principal occupation for at least the previous five years and other professional experience and achievements. Each director has been identified as possessing the requisite skills, experience and attributes that qualify him or her to serve as a member of the Company’s Board. There are no family relations among any directors, executive officers, or persons nominated to become a director.

NOMINEES FOR ELECTION AS DIRECTORSlist.

NameHSII BOARD NOMINEE MATRIX

Age

Principal Occupation and Employment History

Director Since

Elizabeth L. Axelrod •          Human Resources and Compensation Committee, Member

53

EXPERIENCE

Axelrod

Bear

Logan

Mesdag

Rajagopalan

Rauch

Warby

Ms.

PUBLIC COMPANY CEO EXPERIENCE

PROFESSIONAL SERVICES INDUSTRY   EXPERIENCE

HUMAN CAPITAL EXPERTISE

C-SUITE LEADERSHIP / GENERAL   MANAGEMENT EXPERIENCE

INTERNATIONAL

RISK MANAGEMENT

INFORMATION SECURITY /   CYBERSECURITY EXPERTISE

MERGERS & ACQUISITIONS

FINANCIAL LITERACY

TECHNOLOGY / DIGITAL EXPERTISE

PRODUCT STRATEGY & DEVELOPMENT

CUSTOMER-FOCUSED / SALES

PUBLIC COMPANY BOARD EXPERIENCE

    _|    GOVERNANCE       19

20      GOVERNANCE    _|    

DIRECTOR BIOGRAPHIES

    _|    GOVERNANCE       21

22      GOVERNANCE    _|    

CORPORATE GOVERNANCE

Our governance structure and processes are based on a number of important governance documents including our Code, Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and our Board Committee Charters. Our governance documents are designed to ensure that our Board has practices in place to review and evaluate our business operations and to make decisions that are independent of management. Our corporate governance documents are reviewed periodically and updated as necessary to reflect changes in regulatory requirements and evolving corporate governance practices.

Our Board is committed to maintaining strong corporate governance principles and practices. The following is a summary of our corporate governance structure and documents. If you would like copies of our governance documents, or additional information about our corporate governance practices, please visit our website at:http://www.heidrick.com/Who-We-Are/Our-Leadership.     _|    GOVERNANCE       23

Corporate Governance Guidelines

Code of Business Conduct

The Board has adopted a Code of Business Conduct & Ethics (Code) that applies to all of the Company’s employees, officers and directors, as well as independent contractors working on behalf of the Company. Our Code meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and also meets the requirements of a “code of business conduct and ethics” under Nasdaq Rules. All employees generally are required to certify that they have reviewed and are familiar with the Code annually.

Ethics Line

The Board also has establishedrecommends a vote “FOR” each of the Heidrick & Struggles EthicsLine (EthicsLine),foregoing nominees.

24      GOVERNANCE    _|    

NON-EMPLOYEE DIRECTOR COMPENSATION

We compensate non-employee directors for their service on the Board with a servicecombination of cash and equity awards that provideswe believe are commensurate with their role and involvement, and consistent with peer company practices. We intend to compensate our non-employee directors in a mechanism for reportingway that is competitive, attracts and retains a high caliber of directors, and aligns their interests to our stakeholders. The NGC annually reviews and makes recommendations to the Company alleged breachesBoard regarding the level and form of any legal or regulatory obligations, financial fraud,compensation paid to non-employee directors, including accounting, internal controlsour director compensation program’s underlying principles. As part of this analysis, the independent compensation consultant also provides guidance to the NGC with respect to director compensation trends and auditing, or any alleged violationdata from peer companies. Pursuant to the review, and in consideration of the Code or corporate policies. The EthicsLineindependent compensation consultant’s advice, the NGC recommended no changes to the non-employee director compensation program for 2021. Mr. Rajagopalan, who is a telephonic reporting hotline (toll freedirector and is also our President and CEO, does not receive any additional compensation for his service on our Board.

Directors may elect to defer up to one hundred percent of their cash compensation per year pursuant to our Voluntary Deferred Compensation Plan (the “VDC Plan”). All directors are reimbursed for their out-of-pocket expenses incurred in connection with their duties as directors.

Each non-employee director receives an annual equity award of either restricted stock units (“RSUs”) or shares of common stock with a value of approximately $115,000, awarded on the date of each annual meeting of stockholders. The RSUs remain unvested until the director retires from the Board. Additionally, non-employee directors receive a cash retainer of $75,000 each per year, payable quarterly in arrears. In addition, the Board chairperson and committee chairpersons and members receive compensation for their service as outlined below.

The compensation of our non-employee directors, including all RSUs or shares of common stock, for the 2021 fiscal year is set forth in the U.S.) availabletable below and described in the accompanying footnotes.

EXECUTIVE OFFICERS

All of Chairmanthe Executive Officers have been appointed by and serve at the pleasure of the Board (Chairman)of Directors. Below is the name, age, present title, principal occupation and certain biographical information for each of the Company’s Executive Officers as of April 1, 2022.

    _|    GOVERNANCE       27

Each of our Executive Officers has entered into an employment agreement with the Company, which contain customary restrictive covenants in favor of the Company. Each Executive Officer also participates in the Company’s MIP, CIC Plan, Severance Plan, equity programs and vacation and benefit plans at the same level as other senior executives, as outlined below in further detail.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Various Company policies and procedures and annual questionnaires completed by all Company directors and Executive Officers require disclosure of transactions or relationships that may constitute conflict of interest or otherwise require disclosure under applicable SEC and Nasdaq Rules. Pursuant to the Related Party Transaction Policy and committee charters, the NGC—in consultation with the AFC—reviews and approves related party transactions.

The process for reviewing certain relationships and related party transactions are outlined in the Company’s Related Party Transaction Policy, Director Independence Standards and Policy on Resolution of Conflicts of Interest for Directors and Executive Officers. Depending on the particular transaction or relationship, the Company’s review processes vary. When such a transaction or relationship is identified at the Chief Executive Officer or Board level, the NGC and/or its Chair, or in the instance of a potential conflict with the Chair of the NGC, the Board as whole, evaluates the transaction or relationship and believes thatapproves or ratifies it should maintain(without the flexibility to select the Chairman and its Board leadership structure, from time to time, based on the criteria thatvote of any interested person) only if it deemsis judged to be fair and in the best interests of the Company and its stockholders.Company.

At this time, the position of Chairman is held by Richard I. Beattie and the position of President and Chief Executive Officer is held by Tracy R. Wolstencroft. The Board has determined that, under current circumstances,

the separation of the offices of Chairman and Chief Executive Officer will enhance oversight of management and Board function. This separation is designed to allow Mr. Wolstencroft the ability to focus on his responsibilities of running the Company, enhancing shareholder value and expanding and strengthening the Company’s business. Concurrently, Mr. Beattie, as Chairman can focus on leadership for the Board as it provides advice to and independent oversight of management. The Chairman also is responsible for setting the agendas and presiding over meetings of the Board (including executive sessions of the independent directors) and providing feedback and counsel to the Chief Executive Officer. The Board currently believes that this leadership structure is in the best interests of the Company’s stockholders at this time.

Risk Oversight

Risk is inherent with every business and management is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes and policies designed and implemented by management are adequate and functioning as designed. The Board performs its risk oversight function primarily through its committees as well as reports directly from management.

Enterprise Risk.    Our management has implemented an Enterprise Risk Management assessment process to identify, assess, prioritize and manage a broad set of risks across our business and operations. The assessment process includes a thorough survey of senior leaders and a select group of directors to identify the material risks to the Company. Specific emphasis is placed on identifying those risks that could have the highest impact to our Company and operations, and the highest likelihood of occurrence for those risks. Our survey process also takes into account input from our internal audit function that reports regularly to our Audit and Finance Committee. Our Audit and Finance Committee and Board each received an annual report containing an overview of top risks identified by the survey, along with plans for managing and, where appropriate, mitigating them. The material elements of oversight of the risks identified by the survey are delegated to the committees of the Board, and all risks are reviewed within those committees and discussed with the entire Board in the ordinary course.

Compensation Risk.    The Company periodically completes an inventory of its executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this inventory, the Company evaluates the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balance compensation opportunities and risk. Based on the Company’s periodic assessments, the Company has determined that none of its compensation policies and practices is reasonably likely to have a material adverse effect on the Company. The Company believes that the Company’s overall cash versus equity pay mix, variable versus fixed pay elements, balance of shorter-term versus longer-term performance focus and revenue-focused versus profit-focused performance measures, stock ownership guidelines, and use of “claw-backs” work together to provide its employees and executives with incentives to deliver outstanding performance to build long-term stockholder value, while taking only necessary and prudent risks.

Board Committees

Our Board has three standing committees, our Audit and Finance Committee, Human Resources and Compensation Committee and Nominating and Board Governance Committee. Each standing committee has a written charter, and the Board has determined that each of the members of our standing committees is “independent” under the provisions of our Corporate Governance Guidelines,Related Party Transaction Policy, Director Independence Standards and Nasdaq RulesPolicy on Resolution of Conflicts of Interest for Directors and that eachExecutive Officers can be found at: https://investors.heidrick.com/corporate-governance. In addition, it is the practice of the membersNGC, although not part of a written policy, to review each transaction specifically disclosed as a potential related party transaction in connection with its review of the Auditproxy statement for the annual meetings of stockholders, to the extent any such transaction has not previously been reviewed, applying the same standard.

Pursuant to our Related Party Transaction Policy, on a semi-annual basis, as requested by the NGC or the Company’s Chief Legal Office, each director and Finance CommitteeExecutive Officer is “independent” underrequired to disclose in writing to the heightened standards of the SEC Rules for audit committee members and that each of the members of the Human Resources and Compensation Committee is “independent” under the heightened standards of the Nasdaq rules for compensation committee members.

Meetings

Our BoardCompany all pertinent information regarding their related parties and each standing Committee holds regularly scheduled quarterly meetings. Typically, our Audit and Finance Committee and Human Resources and Compensation Committee meetings occur the day prior to the meetingscharitable or non-profit organization for which such director or Executive Officer (or any of the Nominating and Board Governance Committee and the Board. At least oncehis or her related parties) is actively involved in fundraising or otherwise serves as a year, the Board devotes additional time to presentations and discussions with senior management about the Company’s long-term strategy, which is then supplemented, updated and discussed further at the Board’s quarterly meetings. In addition to the quarterly meetings, typically there are special meetings each year.director, trustee or in a similar capacity.

We expect our directors to attend all Board and committee meetings for those committees on which they serve. Directors are also expected to attend each annual stockholders meeting. During 2015, the Board and the Nominating and Board Governance Committee each met four times, the Audit and Finance Committee met eight times and the Human Resources and Compensation Committee met six times. Generally, the independent directors met in executive session during a portion of all regularly scheduled quarterly Board meetings without management present. Each of the directors attended at least 75 percent of the meetings of the Board and the committees of which he or she was a member. All of the Company’s directors whoThere were directors at that time attended the 2015 Annual Meeting of Stockholders in person.

Audit and Finance Committee

The Audit and Finance Committee of the Board currently consists of five independent directors, Messrs. Fazio, Logan, Mesdag, and Unruh and Ms. Kanin-Lovers. Mr. Fazio is the Chair of the Audit and Finance Committee. The Board has determined that Messrs. Fazio, Logan, and Unruh are “audit committee financial experts” as defined by SEC Rules and are presumed to be financially sophisticated for purposes of the Nasdaq rules. Among other things, the Audit and Finance Committee appoints an independent registered public accounting firm annually to audit the Company’s books and records; meets with and reviews the activities and the reports of the Company’s independent registered public accounting firm; and reports the results of the review to the Board. The Audit and Finance Committee also periodically reviews the adequacy of the Company’s internal controls, pre-approves all services to be provided by the Company’s independent registered public accounting firm, oversees management’s risk policies and discusses the Company’s key risk exposures with management. These and other aspects of the Audit and Finance Committee’s authority are more particularly described in the Audit and Finance Committee Charter.

Nominating and Board Governance Committee

The Nominating and Board Governance Committee currently consists of four independent directors, Messrs. Beattie, Knell, and Logan, and Ms. Chapman. Mr. Knell is the Chair of the Nominating and Board Governance Committee. The Nominating and Board Governance Committee makes recommendations to the Board concerning candidates for nomination to the Board, the membership on committees of the Board, compensation of the Board and other corporate governance matters. The Nominating and Board Governance Committee also reviews and approvesno related party transactions. These and other aspects of the Nominating and Board Governance Committee’s authority are more particularly described in the Nominating and Board Governance Committee Charter.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee currently consists of five independent directors, Mmes. Kanin-Lovers, Axelrod, and Chapman, and Messrs. Foster and Unruh. Ms. Kanin-Lovers is the Chair of the Human Resources and Compensation Committee. Each member also qualifies as a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934 and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

The Human Resources and Compensation Committee reviews and approves employment and compensation matters involving the Company’s executive officers, as well as those of other key employeestransactions since January 1, 2021 that the Human Resources and Compensation Committee deems material. Specifically, the Human Resources and Compensation Committee’s responsibilities include:

The agenda for each meetingregulations of the Human Resources and Compensation Committee is determined by its Chair with the assistance of the Company’s Secretary and Chief Administrative Officer. The Chief Executive Officer regularly attends Human Resources and Compensation Committee meetings. The Human Resources and Compensation Committee also meets in executive session as appropriate. The Chair of the Human Resources and Compensation Committee reports the Committee’s recommendations on executive compensation and other matters to the Board. Outside advisors and the Company’s Human Resources Department support the Human Resources and Compensation Committee in its duties and the Committee may delegate authority to fulfill certain administrative duties regarding the compensation programs to members of senior management as it deems appropriate. The Human Resources and Compensation Committee has authority under its charter to retain advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.SEC.

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ADDITIONAL GOVERNANCE MATTERS

Other Corporate Governance Highlights

Our Board, together with our Nominating and Board Governance Committee, works to maintain an effective and sound governance structure that appropriately balances and aligns the interest of the Company’s most important stakeholders, including our stockholders, clients and employees. As a result, in addition to the structure and operation of our Board and committees discussed in this section, the Company maintains a variety of other corporate governance practices outlined in the following table that the Board believes promotes sound governance and the operation of the Company in an atmosphere of candor and collaboration with its stakeholders.

Additional Governance Practices
Independence		Currently, with the exception of our Chief Executive Officer (CEO) Mr. Wolstencroft, all of our directors are independent, and all of our committees consist exclusively of independent directors.
Board Leadership		Currently, the Board has an independent Chairman.
Annual Election		All of our directors stand for election on an annual basis.
Board Diversity		The composition of our Board represents broad perspectives, experiences, and knowledge relevant to our business while maintaining a balanced approach to social and cultural diversity.
Majority Voting		For an uncontested election, any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” the nominee’s election will tender his or her resignation to the Chair of the Nominating and Board Governance Committee for consideration, and that Committee will make a recommendation to the Board whether to accept or reject the resignation.
Stock Ownership Guidelines		Our directors and named executive officers are subject to stock ownership Guidelines and all directors with at least one year of service own stock in the Company.
Classes of Stock		Our Common stock is our only outstanding class of stock, and we do not have classes of stock with unequal voting rights or unequal ability to elect directors.
Related Party Transactions		None of our Directors, including our CEO, has engaged in a related party transaction with the Company.
Shareholder Rights		The Company does not have a poison pill, and the Company has not recently amended any governing documents in a manner that would reduce shareholder rights.

Stockholder Communications with BoardCOMMUNICATION WITH THE BOARD

Stockholders may communicate directly with the Board. All communications should be directed to:

Corporate Secretary

Heidrick & Struggles International, Inc.,

233 South Wacker Drive, Suite 4900

Chicago, Illinois 60606-6303. 60606

Any such communication should prominently indicate on the outside of the envelope that it is intended for the Board or a particular committee, or director. EachAll appropriate communication intended for the Board or a particular committee or director and received by the Corporate Secretary will be forwarded to the specified party following its clearance through normal security procedures.

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Executive Compensation

DIRECTOR COMPENSATIONPROPOSAL 2

We provide compensationAdvisory Vote to non-employee directors that is competitive with other similarly sized publicly traded companies in order to attract and retain qualified directors.Approve Named Executive Officer Compensation is paid in a mix of cash and equity to ensure directors are aligned with the interests of the stockholders and our long-term strategy. Additional compensation is also provided to: (i) our Chairman of the Board; (ii) any director who serves as chair of a

The Board Committee; and (iii) members of our Audit and Finance Committee to reflect the additional time, risk and skill-level required to fulfill these roles. As noted below, we pay our directors’ annual retainer approximately 36 percent in cash and approximately 64 percent in equity. Prior to 2015, the retainer was paid 25 percent in cash and 75 percent in equity. For 2015, we increased the portion paid in cash due to the fact that the Board’s overall compensation level was below the median of peers, and the cash component was belowHRCC recommend that our stockholders vote “FOR” the 25^th percentile of peers.

Cash Compensation.    For 2015, each director receivedapproval, on an annual cash retainer of $62,500 which represents approximately 36 percent of the total compensation earned by each director for serving as a member of the Board, exclusive of any committee or chair board service. All cash retainers are payable on a quarterlyadvisory basis, in arrears. In addition, we reimburse the directors for any out-of-pocket expenses associated with their Board service. For 2015 we increased the cash component of our director compensation by $25,000 for the reasons noted above.

Additional Board Service Fees.    The Audit and Finance Committee Chair receives an additional cash retainer of $30,000 and each member of the Audit and Finance Committee (including the Chair) receives an additional cash retainer of $10,000. The Human Resources and Compensation Committee Chair receives an additional cash retainer of $30,000. The Nominating and Board Governance Committee Chair receives an additional cash retainer of $10,000. The Chairman receives an additional cash retainer of $75,000.

Equity Compensation.    For 2015, each director received an annual equity retainer of $112,500 payable in the form of restricted stock units (RSUs) awarded as of the date of our Annual Meeting of Stockholders which represents 64 percent of the total compensation earned by each director for serving as a member of the Board, exclusive of any committee or board or committee chair service. The RSUs vest and are payable on the date a director ceases to serve on the Board. See theVoting Securities of Certain Beneficial Owners and Management Table on page 18 for information regarding the RSUs owned by our directors. A director may elect to receive payment of the annual equity retainer in shares of Common Stock in lieu of the RSUs described above. For a director who joins the Board after our Annual Meeting of Stockholders, a pro-rata equity award may be made on the date of his or her appointment to the Board. No pro-rata equity awards were granted upon the appointment of Mmes. Axelrod and Chapman or Messrs. Logan and Mesdag. We no longer grant awards of stock options to our directors.

Non-Employee Directors Voluntary Deferred Compensation Plan.    Pursuant to our Non-Employee Directors Voluntary Deferred Compensation (VDC) Plan, directors may defer up to 100 percent of their cash compensation per year. To enroll in our VDC Plan, a director needs to complete an election form in a timely manner and choose from investment funds offered by the VDC Plan Administrator. A participant is not able to invest deferred amounts in Company stock. The Administrator calculates the earnings for the funds selected by each director. The election remains in effect for all subsequent years until a director makes a different election. The distributions are payable in a lump sum on the date a director ceases to serve on the Board.

Stock Ownership Guidelines.    We have adopted stock ownership guidelines for the directors. Each director has three years to achieve and maintain a stock ownership level equal to three times the annual cash retainer ($187,500 for 2015). Stock included for determining the satisfaction of the guidelines includes direct stock ownership and RSUs. Each of our directors either has satisfied the stock ownership guidelines or is on track to do so within the required three-year period.

2015 Director Compensation Table

The table below summarizes the compensation paid byto our Named Executive Officers, as disclosed in this proxy statement, including the Company to non-employee directors forfollowing CD&A section, the fiscal year ended December 31, 2015. The table excludes Ms. Axelrodexecutive compensation tables, and Mr. Mesdag who were appointed to the Board effective February 5, 2016; Ms. Chapman who was appointed torelated narrative discussion, and adopt the Board effective February 23, 2016; and Mr. Wolstencroft, our President and Chief Executive Officer who does not receive additional compensation for his service as a director. Mr. Wolstencroft’s compensation for President and CEO is included infollowing resolution at the Summary Compensation TableAnnual Meeting: “RESOLVED, that approval, on page 37.

COMPENSATION DISCUSSION AND ANALYSISINTRODUCTION

Heidrick & Struggles International, Inc. is a leadership advisory firm, providing executive search, culture shaping and leadership consulting services. We assist organizationsassisting a broad range of clients across the globe in achieving their long-term business objectives by helping them to improve the effectiveness of their leadership teams. We provide ourMore specifically, the Company provides executive search, leadership consulting and on-demand talent services to a broad range of clients through the expertise of ourits experienced consultants located in major cities around the world. In recent years, we have expanded our service capabilities in response to our clients’ request for comprehensive leadership advisory services. The Human Resources and Compensation Committee (HRCC) of the Board of Directors(“HRCC”) seeks to ensure that ourthe Company’s executive compensation programs attract, retainprogram attracts, retains and rewardrewards the best talent, while at the same time maintainmaintaining a strong link between pay and performance and alignaligning the interests of ourthe Company’s executives and stockholders. OurHeidrick’s executive compensation philosophy emphasizes and rewards both Company and individual performance, which we believeperformance. The Company believes this approach promotes sustained long-term performance by rewarding not only the achievement of financial and operational goals, but also the accomplishment of individual strategic objectives that enable growth.objectives. Further, this approach enables profitable growth and advances our high-performance organization by using culture as a strategic differentiator to attract, develop, and retain the highest-performing talent, and to build a more diverse and inclusive Company.

ThisCompensation DiscussionThrough our HRCC, the Company has implemented strong governance practices for considering and Analysis describesmaking decisions with respect to the philosophycompensation of the Company’s Named Executive Officers. Management, the HRCC and objectives of ourthe full Board all play active roles in executive compensation programs for our named executive officers. For 2015 our named executive officers were:decisions.

2015 Year in Review

2015 was an important year of strategic, operational and financial accomplishments. During 2015, we continued to implement initiatives to strengthen and invest in our Company which allowed us to continue to meet the growing needs of our clients, manage our costs more effectively, and better position the Company to deliver results to our stockholders.

We delivered improvements in profitability. We strengthened our core search business while investing in the growth of our Leadership Consulting business, advancing our strategy to bring to market a distinctive set of capabilities that permit us to engage senior executives and boards around the world. We acquired a London-based advisory firm specializing in accelerating organizational performance and with that transaction gained a new leader for our Leadership Consulting business, Colin Price.

We made meaningful progress in attracting, developing and retaining the very best talent in the industry, and ended 2015 with 334 consultants, up 9 percent year over year. Our voluntary turnover was the lowest in 7 years. These are strong indicators that Heidrick & Struggles is once again an attractive destination for the most talented professionals in our field. We confirmed 7 percent more searches in 2015, delivering on our purpose, which is: “We help our clients change the world, one leadership team at a time.” The important work we are executing around the world at some of the most well-known and respected organizations is elevating and strengthening the power of Heidrick & Struggles’ brand.

Our efforts achieved the positive results detailed below. Along with our dedicated and experienced consultants and staff located in major cities around the world, our named executive officers Messrs. Wolstencroft, Rajagopalan, Marino, Pehlke, and Beard each led and played an important role in the achievement of these results for the Company and its stockholders.