550 West Van Buren Street

Chicago, IL 60607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 4, 20187, 2021

The Annual Meeting of Stockholders of Huron Consulting Group Inc. (the “Company”“Company,” “Huron,” “we” or “us”) will be held at the Company’s corporate headquarters located at 550 West Van Buren Street, Chicago, Illinois 60607 on May 4, 2018,7, 2021, at 11:00 a.m. Central Time in a virtual meeting format via live audio webcast at www.virtualshareholdermeeting.com/HURN2021, for the following purposes:

Only stockholders of record at the close of business on March 6, 20188, 2021 will be entitled to notice of and to vote at the meeting.

Stockholders, whetherYour vote is very important, regardless of the number of shares you hold. Whether or not they expectyou plan to be present atattend the meeting, are requestedplease cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials or proxy card, over the Internet, as promptly as possible. If you received only a Notice of Internet Availability of Proxy Materials in the mail or by electronic mail, you may also request a paper proxy card to signsubmit your vote by mail, if you prefer. However, we encourage you to vote over the Internet because it is convenient and date the enclosed proxy, which is solicited on behalfwill save printing costs and postage fees, as well as natural resources.

We will hold our annual meeting via live audio webcast because of the boardcontinuing public health impact of directors,the COVID-19 pandemic. You will not be able to attend in person. If we determine that in-person attendance is safe and return it promptlypractical for our Annual Meeting, then we will announce our decision and post additional information on our Investor Relations website at https://ir.huronconsultinggroup.com. Please check this website in advance of the envelope enclosed for that purpose. Any person giving a proxy has the power to revoke it at any time prior to the meeting, and stockholders who are present at the meeting may withdraw their proxies and vote in person.Annual Meeting date.

By Order of the Board of Directors

Diane E. RatekinErnest W. Torain, Jr.

Executive Vice President, General

Counsel and Corporate Secretary

Chicago, Illinois

March 26, 20182021

Letter from the Independent Directors of the Board

Dear Fellow Shareholders:

We are writing to you as the independent members of the Huron board of directors. As fellow shareholders, we are committed to sustaining the alignment between Huron’s management compensation programs and the long-term interests of the Company and our shareholders.

The COVID-19 pandemic and its unprecedented impact created numerous challenges for Huron, our people, our clients and the communities in which we live and work. In 2020, management focused on the immediate issues associated with the global health crisis and the dramatic impact to the economy while continuing to execute our long-term strategy. We believe the significant efforts that were made in 2020 enabled us to successfully navigate the severe economic downturn while positioning Huron for a return to growth as the impacts of the pandemic begin to subside. Certain additional business results are discussed in more detail in the section entitled “Executive Compensation” in this Proxy Statement.

As outlined in more detail in the “Executive Compensation” section in this Proxy Statement, fiscal year 2020 goals for our NEOs were initially set in February 2020, prior to the onset of the COVID-19 pandemic in the United States, at which time the Company had started the year with significant positive momentum as demonstrated by organic growth across all our operating segments. With the onset, continuation and severity of the pandemic, our clients’ businesses were deeply impacted, which had a direct, negative impact on Huron’s 2020 revenues and margin.

We retained the financial and operational metrics for NEOs and maintained our Annual Incentive Plan and Long-Term Incentive Plan designs, where a substantial portion of our NEO compensation is at risk. To reflect the realities of the highly uncertain environment we experienced in 2020, we reprioritized strategic measures that our Compensation Committee determined were critical to leading the Company through the pandemic while also advancing our multi-year Company strategy. In addition, to acknowledge the extraordinary performance of our NEOs in steering the Company through the pandemic, the Compensation Committee took a thoughtful and holistic approach that aligned their annual incentive closer to the overall corporate funding level of 65%. After rigorous consideration, we determined that this approach appropriately acknowledges the NEOs contribution to our Company’s corporate and client-facing results.

Throughout 2020, we also engaged with shareholders and other key constituents as part of our ongoing outreach efforts. These conversations focused on the evolution of the Company’s strategy and the impacts of the global pandemic; our compensation philosophy; our ongoing refresh process for the board of directors, including how we will continue to foster diversity among board members; and environmental, social and governance matters (for additional information on Huron’s commitment to a more sustainable future, refer to our 2020 Corporate Social Responsibility report, which includes our Sustainability Accounting Standards Board (SASB) index, and is available on the investor relations section of our website at: https://ir.huronconsultinggroup.com/corporatesustainability.

Our independent Chairman and the chair of the Compensation Committee were made available for consultation with our major shareholders. The feedback received through our shareholder outreach efforts is communicated to and considered by the full board of directors and, where appropriate, informs our decisions and strategy. For example, our current executive compensation program reflects specific feedback that we received during our 2018 and 2019 shareholder outreach efforts.

At the 2020 Annual Meeting, approximately 92% of votes cast were in support of the named executive officer compensation. We view this strong support of our compensation programs as a reflection of the deep alignment between our executives’ pay and shareholder value, as well as the strength of the program design changes that we made during 2018 and 2019.

Our Say on Pay Proposal is found in Proposal 3 of this Proxy Statement, and the board recommends that you vote ‘FOR’ this proposal. We also invite you to consider additional information on our compensation philosophy and decisions in the section entitled “Executive Compensation” in this Proxy Statement.

We are also requesting additional shares for our Long-Term Incentive Program. We annually grant a sizable portion of equity to our managing directors. We believe this differentiates Huron’s compensation program from our competitors and underscores our pay for performance philosophy by directly aligning our managing directors with Huron’s long-term value creation. Approximately 43% of the annual bonus compensation of our practice leaders and client-facing managing directors consists of restricted stock that vests over three or four-years and is awarded based on prior-year performance. An average of 78% of the total equity we granted in the last three years was awarded to our non-NEO managing directors. Our managing directors are critical to developing and maintaining client relationships, generating revenue and driving the overall success of Huron. We use stock both as a retention tool and an incentive to encourage behaviors that will benefit our shareholders and the Company. We ask that you vote in favor of Proposal 2.

Sincerely,

H. Eugene Lockhart

Hugh E. Sawyer

John McCartney

Ekta Singh-Bushell

Debra L. Zumwalt

TABLE OF CONTENTS

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This Proxy Statement is furnished in connection withWe are taking advantage of the solicitation of proxiesSecurities and Exchange Commission (“SEC”) rules that allow companies to be voted atfurnish proxy materials to their shareholders over the 2018 Annual Meeting of Stockholders of Huron Consulting Group Inc. (the “Company,” “Huron,” “we” or “us”). The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Friday, May 4, 2018 at 11:00 a.m. Central Time, at the Company’s corporate headquarters located at 550 West Van Buren Street, Chicago, Illinois 60607. This Proxy Statement and the accompanying proxy card are first being mailed to stockholders onInternet. On or about March 26, 2018.2021, we mailed to shareholders of record on the record date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report to Stockholders online. If you received a Notice by mail, you will not automatically receive a printed copy of our proxy materials in the mail. You may request a paper copy of our proxy materials by mail or an electronic copy by e-mail by following the instructions listed on the Notice. The Notice also contains instructions for voting over the Internet.

GENERAL INFORMATION ABOUT THE MEETING

QUORUMAND VOTING REQUIREMENTS

The Company has one class of common stock. Each share of common stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. Stockholders do not have the right to cumulate votes in the election of directors. Only stockholders of record at the close of business on March 6, 20188, 2021 (the “Record Date”) will be entitled to vote at the Annual Meeting. As of the Record Date, there were 22,417,46123,039,313 shares of common stock issued and outstanding.

The accompanying proxy is solicited from the holders of record of the common stock on behalf of the board of directors of the Company and is revocable at any time by giving written notice of revocation to the Secretary of the Company prior to the Annual Meeting or by executing and delivering a later-dated proxy by mail prior to the Annual Meeting. Furthermore, the stockholders of record who are present at the Annual Meeting may revoke their proxies and vote in person.at the Annual Meeting.

If your shares are held in a bank or brokerage account, you will receive proxy materials from your bank or broker, which will include a voting instruction form. If you would like to revoke voting instructions given to your bank or broker, you must follow its instructions. If you would like to attend the Annual Meeting and vote these shares in person,at the Annual Meeting, you must obtain a proxy from your bank or broker. You must request the proxy from your bank or broker; it will not automatically supply one to you.

All shares of the Company’s common stock represented by properly executed and unrevoked proxies will be voted by the proxies in accordance with the directions given therein. Where no instructions are indicated, properly executed proxies will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the Annual Meeting.

A quorum, consisting of at leastone-third of shares of common stock issued and outstanding, must be present at the meeting for any business to be conducted. Shares of common stock entitled to vote and represented by properly executed, returned and unrevoked proxies, including shares with respect to which votes are withheld, abstentions are cast or there are brokernon-votes on some proposals but not others, will be considered present at the meeting for purposes of determining a quorum.

PROPOSAL 1

ELECTION OF DIRECTORS

BOARDOF DIRECTORS

The Company’s third amended and restated certificate of incorporation divides the Company’s board of directors into three classes, with each class being elected to a three-year term.

The board of directors has nominated John S. Moody, Hugh E. Sawyer and Debra Zumwalt as Class II Directors to be voted upon at the 20182021 Annual Meeting. James D. Edwards, John McCartney and James H. RothEkta Singh-Bushell are Class III Directors serving terms ending at the 20192022 Annual Meeting. James H. Roth and H. Eugene Lockhart and George E. Massaro are Class I Directors serving terms ending at the 20202023 Annual Meeting.

This Proxy Statement relates only to the solicitation of proxies from the stockholders with respect to the election of the threetwo nominees as Class II Directors and the other matters described herein. The board of directors knows of no reason that Mr. Moody, Mr. Sawyer orand Ms. Zumwalt might be unavailable to serve as the Class II Directors, and each has expressed an intention to serve, if elected. If Mr. Moody, Mr. Sawyer or Ms. Zumwalt is unable to serve, the shares represented by all valid proxies will be voted “FOR” the election of such substitute nominee as the board of directors may recommend. There are no arrangements or understandings between any of the persons nominated to be a Class II Director and any other person pursuant to which any of such nominees waswere selected.

The election of a director requires the affirmative vote of a plurality of the shares of common stock present in person or represented by proxy at the Annual Meeting that are voted, provided that a quorum is represented at the meeting. A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Therefore, abstentions and “brokernon-votes” will have no impact on the election of directors. Properly executed proxies submitted pursuant to this solicitation will be voted “FOR” the election of Mr. Moody, Mr. Sawyer and Ms. Zumwalt as Class II Directors, unless specified otherwise.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MR. MOODY, MR. SAWYER AND MS. ZUMWALT AS CLASS II DIRECTORS.

ABOUTTHE BOARD

A – Audit Committee                                                                              c - Chairperson

C – Compensation Committee    

N&CG – Nominating and Corporate Governance Committee

Tech - Technology and Information Security Committee

The below table summarizes the core competencies that our directors bring to the board. More detailed information on each of the director’s experience, qualifications, attributes and skills is more thoroughly described in the biographies that follow.

Skills Matrix

Board of Directors Snapshot⁽¹⁾

(1) Data as of 12/31/2020 and includes Mr. Roth.

Presented below is information regarding the directors of the Company.

NOMINEESTO BOARDOF DIRECTORS

		John S. Moody Director since November 2005 Audit Committe (Member) Compensation Committe (Member)

Professional Experience

Since January 2014, Mr. Moody has been chief executive officer of Parkside Capital, formerly known as ProTerra Realty, a fund manager investing in real estate in Houston, Texas. He had previously served as president of Parkside Capital since January 2007. From 2004 until October 2005, Mr. Moody served as president and chief executive officer of HRO Asset Management, LLC, a real estate advisory business. From 2001 to 2004, Mr. Moody served as president of Marsh & McLennan Real Estate Advisors, Inc., a business that directed the execution of real estate projects and transactions for Marsh & McLennan. From 1995 to 2000, Mr. Moody was president and chief executive officer of Cornerstone Properties, Inc., a REIT that acquired, developed and operated large-scale Class A office buildings in major markets throughout the United States and that merged into Equity Office Properties Trust.

Board Service

In November 2015, Mr. Moody was appointed chairman of the board of Four Corners Property Trust, Inc., a public real estate investment trust, where he also serves as chairman of the compensation committee. Mr. Moody joined the board of Hines Global REIT, a privately owned real estate investment, development and management company, in June 2009. He joined the board of directors of Potlatch Corp., a public real estate investment trust, in September 2006, and in January 2009, he assumed the role of vice chairman of Potlatch Corp. From 2001 to 2005, Mr. Moody served on the boards of directors of three publicly held REITs: Keystone Property Trust, CRIIMI MAE, Inc., and Equity Office Properties Trust.

Education

Mr. Moody received a B.A. in History from Stanford University and a J.D. with honors from The University of Texas School of Law.

Individual Contributions

Mr. Moody has served in executive officer roles in several real estate related businesses where he was responsible for the management of multi-billions of dollars in assets, and has also served as the managing partner of a full service commercial law firm. In addition, Mr. Moody has served on a number of boards of directors, including as chairman and vice chairman, of companies organized as real estate investment trusts and advisory firms. As such, Mr. Moody contributes a wealth of legal and financial expertise to the Huron board.

Professional Experience

Since 2001, Ms. Zumwalt has been the Vice President and General Counsel of Stanford University and is in charge of the legal services provided to the University and its two affiliated hospitals with combined annual revenues of over $9$12 billion. Ms. Zumwalt is a member of the University Cabinet and provides governance, legal and strategic advice to the boards of the University, Stanford Health Care, Lucile Packard Children’s Hospital at Stanford, and Stanford Management Company, which manages over $24$30 billion in assets. Ms. Zumwalt is also a member of the Boardboard of Overseersoverseers for SLAC National Accelerator Laboratory at Stanford, and a director of SUMIT Holding International, LLC, and SUMIT Insurance Company Ltd., and PEAC, a holding company and captive insurance companycompanies providing insurance coverage for the Stanford hospitals and physicians. From 1993 to 2001, Ms. Zumwalt was a partner at Pillsbury Winthrop LLP, where she specialized in complex civil litigation and higher education law, and for whom she served as managing partner of the Silicon Valley office and a member of the firm’s governing board. Previously, from 1987 to 1993, Ms. Zumwalt was Senior University Counsel at Stanford, responsible for advising and representing the University in connection with congressional hearings, criminal and civil investigations, negotiations and litigation matters. Prior to joining Stanford in 1987, Ms. Zumwalt worked as litigation counsel for Chevron Chemical Company and as a litigation associate for Pillsbury Winthrop LLP in San Francisco.

Board Service

Ms. Zumwalt is currently a directorserves on the board of Exponent, Inc., a public engineering and scientific consulting company. She is alsocompany and on the boardsboard of the American University of Afghanistan and the Academy of Art University and hasAfghanistan. Ms. Zumwalt previously served on other nonprofit boards in education and legal services.

Education

Ms. Zumwalt received a B.S. in Political Science from Arizona State University and a J.D. from Stanford Law School.

Individual Contributions

Given the many roles she serves in connection with her position as chief legal officer of a university with twothree affiliated hospitals, Ms. Zumwalt is uniquely qualified to share with the Huron board her experience with navigating the challenges faced by both higher education and healthcare organizations. Ms. Zumwalt also contributes to the Huron board a perspective on the law and governance through her background as a former partner of a well-renowned law firm and bar association president, as well as with her current roles as directormembership on the boards of corporate and academic boards.organizations.

DIRECTORS NOT STANDINGFOR ELECTION

		James D. Edwards Director since October 2004 Nominating and Corporate Governance Committee (Chair)

Professional Experience

Mr. Edwards retired in 2002 as managing partner—global markets of Arthur Andersen LLP, a position he had held since 1998. Mr. Edwards first began his career with Arthur Andersen LLP and served in several positions in which he developed significant financial expertise in public accounting and provided consulting services to a broad range of industries.

Board Service

Mr. Edwards has served as a director of Crawford & Company, the world’s largest public provider of claims adjustment and risk management solutions to insurance companies and self-insured entities, since February 2005. He had previously served on the board of Cousins Properties Incorporated, a publicly held REIT, until May 2014. Mr. Edwards had also served on the board of Transcend Services, Inc., a provider of medical transcription services to the healthcare industry, until early 2012, when the company was sold. He also served on the board of IMS Health Incorporated, a global provider of information solutions to the pharmaceutical and healthcare industries, until February 2010, when the company was sold.

Education

Mr. Edwards received a B.S. in Accounting from Bob Jones University and was a long-term member of the American Institute of Certified Public Accountants.

Individual Contributions

Mr. Edwards’ experience includes a lengthy tenure with a former “Big Five” accounting firm where he served in several leadership positions, including managing partner for all operations in the United States and North America, which enables him to effectively address the challenges and opportunities presented to Huron. Mr. Edwards contributes to the Huron board his deep knowledge of accounting and financial consulting services, his many years of experience managing a large segment of a professional services firm, and an extensive network of prior clients in such fields as healthcare, pharmaceuticals and real estate.

		H. Eugene Lockhart Director since December 2006 Audit Committee (Chair) Compensation Committee (Member) Technology and Information Security Committee (Member)

Professional Experience

In November 2012,Since October 2014, Mr. Lockhart becamehas been the founder, Chairman and Managing Partner of MissionOG LLC, a venture capital firm with significant operational and investment experience across the financial services and payments industries. Since July 2020, Mr. Lockhart has served as a Senior Advisor to Blackstone across the firm’s business, with a focus on Blackstone Growth and Blackstone Tactical Opportunities. He also served as Special Adviser at General Atlantic LLC, a leading global growth investment firm. In October 2014, he founded and became Chairman and Managing Partner of MissionOG LLC, a growth stage investment firm.firm, from 2012 to 2019. From 2002 until 2012, Mr. Lockhart was a venture partner at Oak Investment Partners, a venture capital firm. His prior positions include president of Global Retail Bank at Bank of America, as well as president and chief executive officer of MasterCard International. Through these investment firms, Mr. Lockhart has been actively involved in overseeing the management of high growth private companies, including NetSpend, Argus Information, Metro Bank PLC, CLIP, DemystData, Factor Trust, Avant, BillDesk, and others. Prior leadership positions include President of Global Retail Bank at Bank of America, President and Chief Executive Officer of MasterCard International, and CEO of Midland Bank plc.

Board Service

Mr. Lockhart was appointed tohas served on the board of Metro Bank PLC, a public retail bank operating in the U.K., in Marchsince 2011 where he presently serves(currently as the Chair of the risk and audit committee. He hadcommittee) and on the board of Community Choice Financial, a public neighborhood-based financial services company (currently as a member of the compensation committee) since 2018. During the last five years, Mr. Lockhart previously served on the board of Aaron’s, Inc., alease-to-own retailer of furnishings, electronics and appliances, from August 2014 until May 2016. He previously servedand on the board and as a director and audit committee chairmanChairman of RadioShack Corporation, a retail seller of consumer electronic goods and services, until March 2015. He had served on the board of Asset Acceptance Capital Corp., a purchaser of accounts receivable portfolios, until its June 2013 merger with Encore Capital Group, Inc., and also served on the board of IMS Health Incorporated, a global provider of information solutions to the pharmaceutical and healthcare industries, until February 2010.services. Additionally, Mr. Lockhart has previously served on numerous philanthropic boards, including serving in the past as the Chair of the Thomas Jefferson Foundation (Monticello) and as the Chairman of the Darden School Foundation at the University of Virginia. He is currently serving as the Chairman of Academic Affairs for the State Council of Higher Education of Virginia (SCHEV).

Education

Mr. Lockhart received a B.S. in Mechanical Engineering from the University of Virginia and an MBAM.B.A. from The Darden Graduate School of Business at the University of Virginia. In addition, Mr. Lockhart is a CPA,Certified Public Accountant, licensed in the Commonwealth of Virginia.

Individual Contributions

Mr. Lockhart brings to Huron’s board his considerable experience overseeing and growing companies in which he represents venture capital investors, his experience as chief executive officer of leading corporations, and his service on the boards of companies and foundations in such fields as healthcare, education, pharmaceuticals, and financial services. In addition, as a former executive and chairman of some of the most visible companies in the world, Mr. Lockhart contributes to Huron a broad array of contacts.contacts to Huron.

		George E. MassaroJohn McCartney Director since MayOctober 2004 NoaminatingNon-executive Chairman of the Board (May 2010) Nominating and Corporate Governance Committee (Chair) Audit Committee (Member)

Professional Experience

Mr. Massaro has servedMcCartney joined the executive management team of US Robotics in March 1984 as Vice Chairman of Huron’s board since May 2010,President and had previouslyChief Financial Officer. At US Robotics, he served in the role from March 2005various executive capacities, including as Executive Vice President, International, until July 2009. In the interim, he had servedserving asNon-executive Chairman of Huron during a period of transition. Mr. Massaro joined the Company in August 2002 as a managing director, served as President and Chief Operating Officer from January 1996 until its merger with 3Com Corporation in June 2003 until1997. From June 1997 to March 2005, and ceased his employment with Huron in February 2009. Prior to joining Huron,1998, Mr. Massaro served asMcCartney held the managing partnerposition of Arthur Andersen LLP’s1,200-person New England practice from 1998 to 2002 and managing partnerPresident of the Boston office from 1995 to 1998. Mr. Massaro has served clients in the financial services and high-technology industries.3Com Corporation’s Client Access Unit.

Board Service

Mr. MassaroMcCartney has served on the board of Datatec Limited, a public networking technology and services company since 2007, where he currently is a member of its nominations committee. Mr. McCartney also serves as a director of Charles River Laboratories,EQT, Corp., a natural gas exploration and production company and as a member of its public policy and corporate responsibility, and corporate governance committees. During the last five years, Mr. McCartney previously served on the boards of Transco, Inc. a Chicago-based company that provides solutions to customers in the electric utility industry, Westcon Group, Inc., a specialty distributor of networking and communications equipment, Rice Energy Inc., an independent natural gas and oil company, and Covance Inc., a public provider of research products and preclinicaldrug development services for the biomedical community, since 2003, and currently serves as chairman of the audit committee.company. In addition, Mr. Massaro hadMcCartney served as a memberChairman of the board of trustees of Mount Auburn HospitalDavidson College from 2004 to 2008.

Education

Mr. McCartney received a B.A. in Cambridge until December 2017. He hadPhilosophy from Davidson College and an M.B.A. from The Wharton School of the University of Pennsylvania.

Individual Contributions

Mr. McCartney has served as chairman and vice chairman of the boards of a number of public and private organizations, including companies with a focus on healthcare and drug development and an institution of higher education. Mr. McCartney, a former Certified Public Accountant, brings to the Huron board, and the audit committee in particular, his prior experience as chief financial officer and chief operating officer of a public company, which has enabled him to contribute to Huron’s development into a prominent consultancy. Mr. McCartney is based in Chicago, the location of Huron’s principal business offices.

		Ekta Singh-Bushell Director since May 2019 Technology and Information Security Committee (Chair) Compensation Committee (Member) Nominating and Corporate Governance Committee (Member)

Professional Experience

Ms. Singh-Bushell was the Chief Operating Officer, Executive Office at the Federal Reserve Bank of New York from 2016-2017. Prior to that, she spent over 17 years at Ernst & Young (“EY”), where she served in various leadership roles, including Global Coordinating Partner, Americas Innovation & Digital Strategy Leader, Global/Americas Tech Ops Executive, Global Information Security Officer and Northeast Advisory People Leader. During her tenure at EY she led transformations of companies across multiple industries through technological and digital change. Cranfield University nominated her to the 2017 Female FTSE Index: 100 Women to Watch, and in 2013, the Council of Urban Professionals recognized her contributions with a Catalyst Change Agent award.

Board Service

Ms. Singh-Bushell has served on the boards of NET 1 UEPS Technologies, Inc., a public financial technologies company, since 2018 (currently as Chair of the audit committee and member of the nominating and governance, and social and ethics committees), Designer Brands Inc., a public footwear and accessories company, since 2018 (currently as a member of the finance committeeaudit and nominating and governance committees), TTEC Holdings, Inc., a public consumer experience technology and services company, since 2017 (currently as a member of the Archdioceseaudit and nominating and governance committees), and as the lead independent director of Boston until December 2017. Mr. Massaro had also served onDatatec Limited, a public networking technology and services company, since 2018 (currently as a member of the board of directors of Eastern Bank Corporation, an independent mutual bank holding company in New England, from February 2003 until December 2017.

Education

Mr. Massaro received a B.A. in Accountingaudit, risk & compliance, remunerations and Finance from Bentley College and an MBA from Babson College.

Individual Contributions

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

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that the board of directors makemakes an annual determination regarding the independence of each of our directors. The board also makes this determination for new director nominees. The board of directors has determined that each of Messrs. Edwards, Lockhart, Massaro, McCartney, and MoodySawyer and Ms. Zumwalt and Ms. Singh-Bushell is “independent” as defined in the applicable listing standards of The NASDAQ Stock Market Inc. (“NASDAQ”). In making its determination, the board of directors considered the standards of independence set forth in the NASDAQ Corporate Governance

RISK OVERSIGHT

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

BOARD MEETINGSAND COMMITTEES

The board of directors conducts its business through meetings of the full board, actions taken by written consent in lieu of meetings, and by the actions of its committees. During 2017,2020, the board of directors held 12twelve meetings.

During 2017,2020, each board member attended at least 75% of the aggregate number of board meetings and meetings of all the committees on which the director served. Although the Company does not have a formal policy regarding director attendance at our annual meetings, we encourage directors to attend. SixAll of the directors attended the 20172020 Annual Meeting of Stockholders.

The board of directors operates in part through its threefour committees: Audit, Compensation, and Nominating and Corporate Governance.Governance and Technology and Information Security. All committee members are “independent” as defined in the applicable listing standards of NASDAQ. In addition, all Compensation Committee members are“non-employee directors” within the meaning of Rule16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”) and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and all. All Audit Committee members meet the criteria for independence set forth in SEC Rule10A-3(b)(1). The board of directors established the Technology and Information Security Committee at its meeting held on July 28, 2020. A detailed discussion of each committee’s mission, composition and responsibilities is contained within the committee charters available in the Investor Relations section of the Company’s web site atwww.huronconsultinggroup.com.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee responsibilities include identifying and recommending to the board of directors appropriate director nominee candidates and providing oversight with respect to corporate governance and corporate social responsibility matters. The Nominating and Corporate Governance Committee met four times in 2017.2020.

The members of the Nominating and Corporate Governance Committee are Mr. EdwardsMcCartney (Chair), Mr. MassaroMs. Zumwalt and Ms. Zumwalt.Singh-Bushell.

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

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

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

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

STOCKHOLDER COMMUNICATIONS POLICY

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

Corporate Secretary

Huron Consulting Group Inc.

550 West Van Buren Street

17^th Floor

Chicago, Illinois 60607

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

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

Board and committee meeting fee of $1,000 per meeting (The Chairman does not receive board or committee meeting fees.)

EXECUTIVE OFFICERS

The Company’s executive officers are as follows:

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

EZLinks Golf, Inc., Dominick’s Finer Foods, Inc., and the Quaker Oats Company. Mr. Hussey received a B.S. in Accountancy from the University of Illinois, Urbana-Champaign and an M.B.A. in Finance from the University of Chicago Graduate School of Business. He holds professional designations as a Chartered Financial Analyst, Certified Management Accountant, and Certified Public Accountant.

		John D. Kelly, Executive Vice President, Chief Financial Officer and Treasurer John D. Kelly was appointed Executive Vice President and Chief Financial Officer of Huron effective January 3, 2017. He has served as Huron’s Treasurer since February 2016. He had served as Chief Accounting Officer of Huron from February 2015 until January 2017, and had served as Corporate Vice President from November 2012 until his appointment as Executive Vice President. Previously, Mr. Kelly had served as Controller of Huron from November 2012 until February 2015, and prior to that served as Assistant Controller from October 2009. Mr. Kelly served as Huron’s Assistant Treasurer from February 2015 until February 2016. Prior to joining Huron’s Finance and Accounting department, Mr. Kelly was a Director in the Company’s Disputes and Investigations practice for three years, serving clients in the manufacturing and services industries. Before he joined the Company in December 2006, Mr. Kelly had held several positions within Deloitte & Touche’s Assurance

and Advisory Services group, most recently as a Senior Manager. He received both a B.S. and M.S. in Accounting from the University of Notre Dame. Mr. Kelly is a Certified Public Accountant (Illinois). Commencing in February 2020, Mr. Kelly was appointed as a member of the Board of Directors of Shorelight Holdings LLC.

than seven years at Katten Muchin Rosenman LLP from 1998-2004 including as a partner from 2001-2004 in the firm’s securities and M&A practices. He received his J.D. from the University of Michigan Law School and received his A.B. in economics from Dartmouth College. He is a member of The Executive Leadership Council and The Economic Club of Chicago. He also served as a member of the steering committee for the ITW African American Network. Commencing in February 2021, Mr. Torain was appointed as a member of the Board of Directors of Chicago Humanities Festival.

SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the 1934 Act, the Company’s directors, executive officers and persons who beneficially own 10% or more of our common stock (the “Section 16 Reporting Persons”) are required to report their initial ownership of common stock and subsequent changes in that ownership to the SEC. Section 16 Reporting Persons are required to furnish the Company with copies of all Section 16(a) forms that they file. Based upon our review of forms filed by the Section 16 Reporting Persons pursuant to the 1934 Act, we have not identified any late filings in 2017.2020.

STOCK OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT

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

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

CORPORATE SOCIAL RESPONSIBILITY

The challenges of 2020 demonstrated the need for organizations to address their impact on the individuals and organizations they serve, the communities in which they live and work, and society and the environment at large. Accompanying these challenges are opportunities to have a lasting impact, and below are the highlights of how Huron leaned into those opportunities in 2020 to support a more sustainable future for our stakeholders. As we continue to evolve our programs and initiatives to support a more sustainable future, we have focused our efforts on the United Nations Sustainable Development Goals (“SDGs”), and particularly five goals that are integrally aligned with our values-driven culture and the work we do for our clients each day: good health and well-being, quality education, gender equality, decent work and economic growth, and climate action.

Supporting our Stakeholders During the Pandemic

In 2020, nearly all organizations had to rethink their business models and how they deliver services to their customers, patients and students. Our Huron team continued to support our clients as they addressed challenges that were exacerbated by the pandemic while helping them prepare for an uncertain future. We helped hospitals and health systems increase bed capacity to support the influx of COVID-19 patients, created a free Stimulus Relief Gateway that served as an interactive tool to provide organizations information about potential stimulus funding, and provided crisis management services to government agencies, including setting up and mobilizing COVID-19 testing sites. Through these, and other innovative solutions, we supported our clients as they responded to and redesigned their businesses due to the COVID-19 pandemic.

The ongoing pandemic has impacted our people like never before. Throughout this challenging time, we have acted in accordance with our values and prioritized the health, safety and well-being of our team. In early March, our employees effectively transitioned to a remote work environment overnight. With resilience and innovation, they continued to collaborate successfully with each other and served our clients remotely. To ensure our team had the tools needed to be successful working from home, Huron provided two stipends for employees to invest in their home offices, making their work environments more productive and comfortable. We also provided additional childcare benefits to support our working parents, increased our flexible work arrangements to accommodate the various personal and professional needs of our employees and provided additional physical and mental health resources to support the well-being of our people.

With some of our clients performing essential healthcare or infrastructure services, there were times when our clients needed us alongside them. We provided our employees the option to serve our clients in person when it was safe to do so, compliant with governmental orders and CDC guidelines, and with various safety protocols in effect. The actions we took to support our people and foster our culture have helped us maintain a high level of employee engagement throughout the pandemic, reaching 81% compared to the Glint Employee Engagement global benchmark of 72%. We have also continued to provide our employees with training and certification programs to build their skills to thrive now and in the future. Our team devoted more than 500 hours to executive coaching, which focuses on the development of leadership skills to create positive change, manage complexity and build high-performing teams. Our employees have also embraced learning on-demand with LinkedIn learning and our new leadership learning series which has enabled more than 330 employees to practice building leadership qualities necessary to engage our talent and drive business results.

Elevating our Commitment to Diversity, Equity and Inclusion

Fundamental to our values is a workplace that fosters diversity and inclusion. In 2020, for the seventh year in a row, we were recognized by the Human Rights Campaign Foundation for receiving a perfect score of 100 on the Corporate Equality Index and the designation as a Best Firm to Work for LGBTQ Equality. And, for the tenth year in a row, Consulting magazine named Huron a ‘Best Firm to Work For,’ recognizing our strong commitment to our people, our values, our clients and the communities we serve. Our Diversity and Inclusion Council, which was founded in 2011, along with our 10 employee resource groups known as iMatter teams, hosted more than 90 virtual events aimed at raising awareness on important issues, building a sense of community within Huron and celebrating what makes our colleagues unique. One such event was hosted by leaders from our African American iMatter team and our executive leadership team for an emotional, powerful and raw conversation on racism and equality, with more than half of the Company’s employees in attendance.

To further our long-standing commitment to diversity, equity and inclusion, we introduced an action plan that builds on our strong foundation. Through our action plan, we will continue to foster an inclusive culture by advancing diverse representation across all levels of the organization, expanding our community outreach and support, performing pay equity studies, and strengthening our vendor processes to evaluate suppliers and ensure they align with our commitment to diversity and inclusion. Our investment in diversity, equity and inclusion extends beyond our organization, and 2020 was a year we broadened our reach more deeply into our communities. Huron added a matching gift campaign for organizations specifically working to make systemic changes in support of a more equitable and just society, including The POSSE Foundation, the NAACP Legal Defense and Educational Fund and the National Urban League.

Making an Impact in the Communities We Serve

With the impacts of the pandemic being deep and widespread, our team quickly adapted our volunteer efforts to the evolving environment. Huron made financial donations to multiple organizations supporting COVID-19 relief, donated meals to frontline workers and made masks for employees and nonprofit community organizations.

We aligned our community efforts in 2020 with our priority SDGs to focus our commitment and bring about meaningful impact. We participated in various service events to promote good health and well-being with the American Heart Association, the Boys & Girls Club of Chicago and Movember Business Club. In furtherance of our belief that we all have a role to play in ensuring everyone can live a healthy life, managing directors across the organization and Huron’s chief financial officer shaved their hair to raise over $63,000 for St. Jude Children’s Research Hospital in our “Going Bald For a Cause” campaign to support cancer research. We sponsored events in support of gender equality with ChickTech, a national organization focused on engaging women and girls of all ages in the technology industry while working to create a better technology culture for all. We also worked to improve access to quality education, skill-building and lifelong learning through a laptop drive benefiting the Dr. Martin Luther King, Jr. Boys & Girls Club of Chicago and BePolished, a nonprofit organization that empowers young girls in single-parent households. As part of the company’s 2020 holiday giving campaign, we ended the year with donations of $50,000 to five organizations: UNICEF, Worldreader, Girls Who Code, Year Up and Waterkeeper Alliance, whose missions align with our priority SDGs.

Managing Sustainably and Responsibly

In 2020, Huron updated its environmental policy to reflect the company’s commitment to a more environmentally sustainable future and to focus our efforts where we have the most opportunity to have an impact. As a professional services firm that does not manufacture or distribute products or generate hazardous waste, carbon emissions related to travel, which is a necessary part of our business, is an area that provides an opportunity for us to reduce our environmental impact. In 2020, we dedicated additional time and resources to evaluate how we deliver our services and establish more flexible delivery models for a post-pandemic environment. We believe these changes will help to reduce our travel requirements going forward, increase flexibility for our employees and decrease our carbon footprint in the future. When we reopen our offices, we will continue with our commitment to reduce energy consumption and waste generation including through the elimination of single-use plastics.

Our Code of Business Conduct and Ethics (the “Code”) highlights our ethical way of doing business and sets the expectation for all employees to comply with the laws, rules and regulations that apply to our business and abide by the highest standards of business conduct. Huron is committed both in culture and in practice to protecting the privacy and data of everyone we interact with, from our clients to our employees, and doing so in compliance with the data protection laws where we operate around the world. We have an enterprise-wide privacy program that incorporates best practices and cybersecurity controls aligned with industry standards that enables us to vigilantly protect our client’s data and our own.

To learn more about our corporate social responsibility efforts, please visit our website at: https://ir.huronconsultinggroup.com/corporatesustainability to read our 2020 Corporate Social Responsibility (CSR) report. We have also taken the next step to provide more quantitative and qualitative measurements in our Sustainability Accounting Standards Board (SASB) addendum to the CSR report.

STOCKHOLDER COMMUNICATIONS POLICY

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

Corporate Secretary

Huron Consulting Group Inc.

550 West Van Buren Street

17th Floor

Chicago, Illinois 60607

E-mail messages should be sent to corporatesecretary@hcg.com.

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

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

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSIONAND ANALYSIS

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

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

Target total compensation for our CEO in 2017 was 80% “at risk”, meaning that it is contingent upon and based on Company performance and stock price performance, and the target total compensation for our other NEOs was on average 69% “at risk”.

NEO Pay Mix (Target)

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

NEO Pay Mix (Actual)

Realizable pay includes salary, actual annual incentive earned, and equity incentives earned or remaining eligible to be earned, valued at the December 31, 2020 share price. Seventy percent of our NEOs’ Long-Term Incentive (LTI) opportunity is at-risk. Beginning with the LTI grants in 2018, these at-risk awards are only eligible to be earned if the Company achieves rigorous predetermined Adjusted Diluted EPS and Revenue Growth goals over a full three-year performance period. 2018, 2019 and 2020 at-risk LTI is eligible to be earned after the completion of the 2018-2020, 2019-2021 and 2020-2022 performance cycles, respectively, based on actual results. The value realized, when taking into account performance achievements under our incentive programs as well asof these awards will depend on the portion, if any, earned and the share price changes. Mr. Roth realized 56% of his target pay opportunity over the 2015-2017 period.

3-Year Aggregate CEO Pay ($000s)

(2015-2017)at that time.

Huron’s executive compensation program is structured to align executive pay with Company performance. The strength of this alignment was recognized by our shareholders in 2017 as Huron received over 99% support on our shareholder advisory vote on executive compensation (commonly referred to as “Say on Pay”). We strive to provide compensation to motivate and reward performance that is in the long-term best interests of our shareholders. We define performance as a blend of:

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

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

Shareholder Outreach

We engage in a proactive outreach effort with our shareholders on a regular basis throughout the year. Select members of our board of directors and management team engage with our shareholders to seek their input and perspectives and help increase their understanding of our business, our growth strategy, our commitment to our people and culture, including inclusion and diversity, our executive compensation philosophy and program, and corporate governance, environmental and social issues. Throughout 2020, we engaged with shareholders representing a significant percentage of our outstanding shares. These conversations primarily focused on the evolution of the Company’s strategy and the impact of COVID-19, our ongoing refresh process for the board of directors, including how we will continue to foster diversity among board members, and environmental, social and governance factors. We heard no concerns regarding our NEO pay programs. Our independent Chairman and the chair of the Compensation Committee were available for consultation with our major shareholders. The feedback received through our shareholder outreach efforts is communicated to and considered by the board and, when appropriate, informs our decisions and strategy. For example, our current executive compensation program reflects specific feedback that we received during our 2018 and 2019 shareholder outreach efforts. The 2020 executive compensation program remains largely unchanged from 2019.

2020 Say on Pay Vote

At the 2020 Annual Meeting, approximately 92% of votes cast were in support of the named executive officer compensation. We view this overwhelming support of our compensation programs as a reflection of the strong alignment between our executives’ pay and shareholder value, as well as the strength of the program design changes that we made during 2018 and 2019. We will continue to listen carefully to our shareholders and incorporate their feedback into our deliberations about executive compensation.

Targeting of Total Direct Compensation

The Compensation Committee generally targets total direct compensation to be within+/-15% of the median of the Executive Pay Peer Group for our NEOs. TheIn addition to peer group data, the Compensation Committee also reviews survey data for companies with revenues between $500 million and $1 billion from the Radford GroupGlobal Technology SurveySurvey. The Compensation Committee considers Huron’s competition for talent for the NEOs as well as our managing directors to be broader than just the peer group companies, with annual revenue between $500Mincluding other public and $999.9M. This data informs the Committee’s decisions on pay adjustments.

2017 Base Salary, Annualprivate consulting, strategy and Long-Term Incentive Changes

During 2017,technology organizations. When making compensation determinations, the Compensation Committee approved changes to bothconsiders the 2017 Annualadvice of our independent compensation consultant and Long-Term Incentive Plans. These changes were made with the goal of continuing to evolveapplies its judgment in incorporating these and improve the programs with the organizational needs of the Company, while ensuring a clear correlation between pay and performance, and effectively motivating the NEOs toother factors.

out-perform2020 NEO Compensation Opportunity expectations.

The Compensation Committee approved 20172020 compensation levels (base salary and target annual and long-term incentive) in February of 2017.2020:

The Compensation Committee will continue to review NEO compensation for comparability and competitiveness on an annual basis.

20172020 Annual Incentive

The Compensationfinancial goals approved by the Committee in February 2020 were consistent with our pre-COVID-19 growth objectives across all of our segments. The impact of COVID-19 on our clients’ businesses negatively affected demand for our services and made achievement of our financial goals established pre-COVID-19 nearly impossible under the circumstances..

While the Strategic Measures the Committee approved in February remain important for our continued success and are a performance-based Annual Incentive Plankey focus for 2017. The maximum incentive opportunity for 2017 increased from 125% to 150%our NEOs as part of target to better align with market practice and to enhancetheir annual goals, the incentives for participants to achieve maximum performance levels. Based on the actual results on eachonset of the performance measures, a total annual cash incentive payoutpandemic and its impact on our clients, communities, and employees required reprioritization to reflect changing business focus areas and the extraordinary circumstances caused by the pandemic. After the onset of 60%the pandemic, the Committee and management reviewed the original Strategic Measures and the Committee approved updated priorities that reflected repositioning of target was earned.

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

This plan is structured as shown in the table below:

* The Committee reviewed and discussed the NEOs’ performance againstfocus in order to preserve shareholder value and position our business for future success. The updated Strategic Measures expanded the strategic measures that were established at the beginning of the year. The Committee identified overachievements against certain objectivesgoals to incorporate quantitative and determined the overall level of performance resulted in a payout on the strategic measures of 125% of target.

Note: A performance threshold of $0.05 Adjusted Diluted EPS which must be exceeded prior to the payout of the 2017 Annual Incentive Plan is designed to comply with the terms of Section 162(m). If $0.05 Adjusted EPS is exceeded, the Compensation Committee can approve a payout of up to 150% of target. The $0.05 Adjusted Diluted EPS was exceeded in 2017.qualitative

COVID-19 specific measures while reweighting the original Strategic Measures set in February 2020. After the end of the year, the Committee reviewed performance against the Strategic Measures and determined achievement of 176.7% of target, resulting in a total payout of 35% under the annual incentive plan. These Strategic Measures are detailed below:

2020 Strategic Measures

Non-executives participate in annual incentive award opportunities tied to a variety of Business Unit and corporate performance metrics. The broader corporate bonus pool funded at 65% of target in 2020. In recognition of the significant challenges 2020 presented, the broader corporate bonus pool funding level and the NEOs’ leadership in achieving this broader performance, the Committee determined it would be inconsistent with the Company’s compensation philosophy to penalize or disproportionately reward the NEOs compared to other executives. The NEOs were critical in developing the Company’s response to the impact of COVID, positioning our Business Advisory segment to achieve record revenue in 2020, and deploying resources to develop innovative solutions to assist our clients, generating $30 million in revenues from new services. Therefore, the Committee approved cash bonus for the NEOs’ 2020 equal to 30% of target to provide a total 65% of target payout for the NEOs under the annual incentive program.

Further, the NEO annual incentive program requires that awards be capped at target if the Company’s absolute total shareholder return during the year is not positive. This feature was not relevant to the 2020 annual incentives, which provided for a below-target payout.

2017Outstanding PSUs

There were three outstanding PSU cycles during 2020, those granted in 2018, 2019 and 2020. Each of the PSU cycles reflect 70% of each NEO’s target long-term incentive award opportunity and are determined based on performance against two predetermined absolute three-year goals (Adjusted Diluted EPS weighted at 40% and Revenue Growth weighted at 30%)

2020 Long-Term Equity GrantsIncentive

On March 15, 2017, Huron made1, 2020, the Compensation Committee granted our NEOs long-term equity grantsincentive awards that were structured as 70% performance units and 30% restricted shares.

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

Restricted StockPerformance Unit Awards

The restricted stock granted to our NEOs vest 1/3 per year over three years, based on continued service to ensure retention. In addition,Performance units may be earned and settled in shares at the Company must exceed $0.05 Adjusted EPS in the yearend of grant or the awards will be forfeited. This condition is designed to satisfy the provisions of Section 162(m). This condition was met in 2017.

Performance Share Awards

The performance share awards are tied to both three-year performance and annual performance. The performance share plan was redesigned for 2017, following the completion of the initial three-year performance cycle (2014-2016). The 2017 performance share plan maintains theone-year performance period (60% of award) and a full three-year performance period, (40%depending on the level of award).performance achieved. Theone-year performance is measured 100% basedunit program was redesigned beginning with awards granted in 2018, and the 2020 awards relied on 2017the same structure as the prior two years. The Committee approves three-year absolute goals for both Adjusted Diluted EPS and any earned sharesRevenue Growth, including

establishing a threshold level below which no performance units will vest ratably over three years. The new three-year performance period will be measured 100% based on 2019 Adjusted Diluted EPS, and any earned shares will immediately vest on March 15, 2020, aftervest. These goals are communicated to the NEOs at the time of grant, but we do not share them publicly until the end of the performance period to prevent us from sharing otherwise material non-public information about our financial forecast.

Restricted Shares

Restricted shares vest ratably over a three-year period, beginning on the first anniversary of the date of grant.

Performance Unit Vesting

The 2018 award of performance units completed its three-year performance period. Payoutcycle as of December 31, 2020. The table below illustrates the structure of the performance units granted in 2018.

As a result of the actual performance achieved, the Compensation Committee approved vesting of 102% of the original target number of performance units.

2021 Compensation Program Actions

COVID-19 continues to impact our communities, our clients, our employees, and therefore our business, and the duration and severity of the ongoing disruption is unclear. As discussed, the Compensation Committee took a holistic view of the impact of COVID-19 on our business as well as on our NEOs’ compensation for 2020 and will continue to do so in 2021. The Committee approved design changes to certain aspects of the 2021 NEO compensation program, though the target pay opportunity remains 50% of target for threshold performance and 200% of target for maximum performance. No shares are earned for performance below threshold.levels remain unchanged from 2020.

20172021 Annual Performance Measures and Results:Incentive Program

The Compensation Committee establishedand management continue to believe that the NEOs should be critically focused on improving shareholder value through driving the profitable growth of the organization. As such, the Committee retained Organic Revenue Growth and Adjusted EBITDA Margin as the primary annual incentive financial metrics, with a combined 75% weighting. The Committee and management also recognize the importance of the nature by which these financial results are achieved and retained Strategic Measures to determine a portion of the award. For 2021, the Strategic Measures have been enhanced to include Environmental, Social and Governance (ESG) goals, increasing the weighting of the Strategic Measures category from 20% to 25% of the target NEO annual incentive opportunity. As in prior years, the majority of the Strategic Measures will be determined based on performance against objective, quantifiable goals.

2021 Long-Term Incentive Program

For 2021, the Committee made two changes to the program design due to the ongoing uncertainty presented by the COVID-19 pandemic and the Committee’s desire to retain a competitive earning opportunity and shareholder alignment for the NEOs.

2018 NEO Compensation Program Design ChangesCompetitive Market Data

During 2017, we undertook a review of ourThe Committee reviews external market data to inform its decisions about NEO compensation program to ensure it continues to support our business and talent strategies, appropriately reflects peer practices, and aligns with shareholders in recognition of our ongoing transformation.

Role of Compensation Committee

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

The Compensation Committee acts independently and works closely with our board of directors and the executive management team in making many of its decisions. To support its decision making, the Compensation Committee has retained the services of an independent compensation consultant. The Compensation Committee has the sole authority to amend or terminate the services of its independent consultant.

In 2017,2020, the Compensation Committee was comprised entirely of independent directors, none of whom has at any time been an officer or employee of the Company.directors.

Role of Management

Our CEO works together with the Corporate Vice President, Chief Human Resources Officer and the Compensation Committee of our board to establish, review and evaluate compensation packages and policies for our executive officers. Our CEO reviews the performance of each named executive officer and makes recommendations to the Compensation Committee based on his review. Our CEO, COO and President, CFO and General Counsel provide input into our strategic goals for future performance periods. The Compensation Committee carefully reviews all information before finalizing incentive goals, however, as we believe such a process is consistent with good governance. Prior to determining the size of the bonus pool for all employees other than NEOs, management reviews Company and practice-level performance with the Chairman of the board so that the bonus pool and Company profitability strike the right balance between shareholder returns and retention of employees. Our CEO does not participate in any discussionsthe decisions related to his own compensation.

Role of Compensation Advisor

The Compensation Committee retains an independent advisor to assist in the ongoing assessment of our executive compensation strategy and program. The Committee’s independent advisor reports directly to the Compensation Committee and serves at its sole discretion and does not perform any services for the Company other than those in connection with its work for the Compensation Committee. Semler Brossy servedPay Governance serves as the Compensation Committee’s independent advisor through the first half of 2017, at which time the Compensation Committee retained Pay Governance to serve as its independent advisor.

Deferred Compensation

The Company also offers a nonqualified deferred compensation plan (the “DCP”) to all managing directors, corporate vice presidents, named executive officers andnon-employee directors. The DCP allows managing directors, corporate vice presidents and executivesparticipants to elect to defer up to 75% of their base salary and 100% of their annual cash incentive into a deferred compensation account and to choose from a number of investment alternatives.Non-employee directors may elect to defer up to 100% of their board fees into the DCP. Earnings are credited based on the returns of the investment options selected by the participant. Any amounts contributed may be deferred until a later date or may become payable in connection with a participant’s retirement, death, disability or other separation from service.

Perquisites

Huron did not provide materialprovides very limited perquisites to named executive officers that are not provided widely within HuronHuron. In response to any named executive officerthe COVID-19 pandemic, Mr. Roth used a company aircraft on one occasion in 2017.2020 for personal travel to maintain his health and safety. The incremental cost of Mr. Roth’s personal use of the company aircraft is included as a perquisite in the Summary Compensation Table under the heading “All Other Compensation.” In addition, the Company provides enhanced disability and life insurance benefits to all of its managing directors, corporate vice presidents and executive officers. The CEONamed executive officers and Executive Vice Presidentspractice leaders are also offered reimbursement of the cost of an annual executive physical examination.

Clawback Provisions

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

Tax Considerations

Section 162(m). Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation paid in excess of $1 million for any fiscal year to certain specified covered employees. Undera company’s chief executive officer or other named executive officers (excluding the rulescompany’s principal financial officer, in effectthe case of tax years commencing before 2018). However, in the case of tax years commencing before 2018, the statute exempted qualifying performance-based compensation that qualified as “performance-based compensation” underfrom the deduction limit if certain requirements were met. Section 162(m) was deductible without regard to this $1 million limit. The recentamended in December 2017 by the Tax Cuts and Jobs Act generally eliminatedto eliminate the exemption for performance-based compensation (other than with respect to payments made pursuant to certain “grandfathered” arrangements entered into prior to November 2, 2017) and to expand the group of current and former executive officers who may be covered by the deduction limit under Section 162(m). While the Company’s shareholder approved incentive plans were previously structured to provide that certain awards could be made in a manner intended to qualify for the performance-based compensation exception under Section 162(m), effective January 1, 2018, subjectexemption, that exemption will no longer be available for future tax years (other than with respect to a special rule that “grandfathers” certain awards and“grandfathered” arrangements that were in effect on or before November 2, 2017. To date,as noted above). In addition, while the IRS has not issued guidance interpreting the Tax Cuts and Jobs Act. While theCompensation Committee intended that certain incentive awards granted to our NEOs on or prior to November 2, 2017 be deductible as “performance-based compensation,”compensation” and has assessed the possibility that certain awards will be grandfathered from the changes made by the Tax Cuts and Jobs Act, it cannot assureguarantee that result. The Compensation Committee has taken the potential impact of the Tax Cuts and Jobs Act into consideration when approving payout amounts for performance periods ending on December 31, 2017.2020. The Compensation Committee expects in the future to authorize compensation in excess of $1 million to named executive officers that will not be deductible under Section 162(m) when it believes doing so is in the best interests of the Company and its shareholders.

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

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the information contained under the caption “Compensation Discussion and Analysis” and, based on this review and discussion, has recommended to the board of directors that it be included in this Proxy Statement and incorporated by reference into our 20172020 Annual Report on Form10-K.

Debra Zumwalt, Chair

H. Eugene Lockhart

John S. MoodyHugh E. Sawyer

Ekta Singh-Bushell

20172020 SUMMARY COMPENSATION TABLE