UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

THE HACKETT GROUP, 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):

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30^th30th Floor

Miami, Florida 33131

March 19, 202024, 2021

Dear Shareholder:

You are cordially invited to attend the 20202021 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) to be held on May 1, 2020,6, 2021, at 11:00 a.m. (local time) at the Company’s headquarters located at 1001 Brickell Bay Drive, 30^th30th Floor, Miami, Florida.

At this meeting you will be asked to:

These matters are discussed in detail in the accompanying proxy statement.

It is important that your shares be represented at the meeting whether or not you plan to attend.

On or about March 20, 2020,25, 2021, we are mailing to our shareholders a notice containing instructions on how to access our proxy statement and 20192020 Annual Report and vote online. The notice also contains instructions on how you can receive a paper copy of your proxy materials, including the Annual Report, proxy statement and proxy card.

We look forward to receiving your vote and seeing you at the meeting.vote.

Sincerely,

Ted A. Fernandez

Chairman and Chief Executive Officer

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30^th30th Floor

Miami, Florida 33131

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 1, 20206, 2021

The 20202021 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) will be held on May 1, 2020,6, 2021, at 11 a.m. (local time) at the Company’s headquarters located at 1001 Brickell Bay Drive, 30^th30th Floor, Miami, Florida, for the following purposes:

The Board of Directors has fixed the close of business on March 13, 202015, 2021 as the record date for determining the shareholders entitled to notice of and to vote at the annual meeting. Only holders of common stock of record at the close of business on that date will be entitled to notice of and to vote at the annual meeting or any postponement or adjournment thereof. A list of the Company’s shareholders entitled to vote at the annual meeting will be open to examination by any shareholder for any purpose related to the meeting during ordinary business hours for the ten days prior to the annual meeting at the Company’s offices, as well as on May 1, 20206, 2021 at the location of the annual meeting. All shareholders are invited to attend the annual meeting.

On or about March 20, 2020,25, 2021, we are mailing to our shareholders a notice containing instructions on how to access our proxy statement and 20192020 Annual Report and vote online. The notice also contains instructions on how you can receive a paper copy of your proxy materials, including the Annual Report, proxy statement and proxy card.

By Order of the Board of Directors,

Frank A. Zomerfeld

Secretary

Miami, Florida

March 19, 202024, 2021

*As part of our precautions regarding the coronavirus orCOVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at www.thehackettgroup.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 1, 2020:6, 2021: The Hackett Group, Inc.’s Proxy Statement and 20192020 Annual Report are available at www.edocumentview.com/hckt.hckt.

Whether or not you plan to attend the annual meeting, we ask that you do the following. If you are receiving this document via U.S. mail, please complete, date, sign and return the enclosed proxy card in the postage prepaid envelope or vote by telephone or through the Internet as instructed on the proxy card. If you sign and return your proxy card without specifying a choice, your shares will be voted in accordance with the recommendations of the Board of Directors. If you are receiving this document via Internet delivery only, please vote by telephone or through the Internet as instructed on the notice you received via U.S. mail. You may, if you wish, revoke your proxy at any time before it is voted by submitting to the Secretary of the Company, Frank A. Zomerfeld, a written revocation or a duly executed proxy bearing a later date, or by attending the annual meeting and voting in person. If you submit your proxy by telephone or through the Internet, you may also revoke it by submitting a new proxy using the same procedures at a later date. The telephone and Internet voting facilities for shareholders of record will close at 1:00 a.m. Central Time on the day of the annual meeting.

TABLE OF CONTENTS

i

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30^th Floor

Miami, Florida 33131

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MAY 1, 20206, 2021

VOTING INFORMATION

This proxy statement and the accompanying notice of annual meeting and proxy card are being made available, on or about March 20, 2020,25, 2021, to the shareholders of The Hackett Group, Inc. (the “Company”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) to be voted at the 20202021 Annual Meeting of Shareholders to be held on May 1, 20206, 2021 at 11 a.m. (local time) at the Company’s headquarters located at 1001 Brickell Bay Drive, 30^th30th Floor, Miami, Florida and any postponement or adjournment thereof.

Your shares will be voted in accordance with the instructions contained on a properly executed proxy card submitted to the Company or in accordance with your instructions submitted via the telephone or Internet.

The Board recommends that you vote:

Executed but unmarked proxies submitted to the Company will be voted in accordance with the Board’s recommendations.

If any other matters are properly brought before the annual meeting, proxies will be voted in the discretion of the proxy holders. The Company is not aware of any such matters that are proposed to be presented at the annual meeting.

On or about March 20, 2020,25, 2021, the Company is mailing to its shareholders a notice containing instructions on how to access this proxy statement and the Company’s 20192020 Annual Report and to vote online. The notice also contains instructions on how you can receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement and proxy card. Shareholders receiving this document and accompanying proxy card and annual report via the Internet may submit their proxies by telephone or through the Internet as instructed in the notice delivered via U.S. mail. Shareholders receiving this document and accompanying proxy card via U.S. mail may submit a signed proxy card or they may submit their proxy by telephone or through the Internet as instructed on the proxy card. Telephone and Internet proxies must be used in conjunction with, and will be subject to, the information and terms contained on the proxy card. These procedures may not be available to shareholders that hold their shares through a broker, nominee, fiduciary or other custodian. If your shares are held in this manner, please check your proxy card or contact your broker, nominee, fiduciary or other custodian to determine whether you will be able to vote by telephone or through the Internet.

The securities that may be voted at the annual meeting consist of shares of the Company’s common stock. Each outstanding share of common stock entitles its owner to one vote on each matter as to which a vote is taken at the annual meeting. The close of business on March 13, 202015, 2021 has been fixed by the Board as the record date (the “Record Date”) for determination of shareholders entitled to vote at the annual meeting. On the Record Date, 30,033,78230,236,392 shares of common stock were issued and outstanding and entitled to vote. The presence, in person or by proxy, of at least a majority of the shares of common stock issued and outstanding and entitled to vote on the Record Date is necessary to constitute a quorum at the annual meeting. Shares can be voted only if the shareholder is present in person or represented by proxy. Whether or not you plan to attend in person, you are encouraged to sign and return the enclosed proxy card or vote by telephone or through the Internet as instructed on the proxy card or in the notice mailed to you.

Assuming the presence of a quorum at the annual meeting, the following voting standards will apply to the various proposals:

Abstentions and brokernon-votes will be treated as shares that are present in person or represented by proxy at the meeting and entitled to vote for purposes of determining the presence of a quorum at the annual meeting. A “brokernon-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Abstentions and brokernon-votes will not have any effect on the approval of Proposal 1. Because abstentions will be counted for purposes of determining the shares present or represented at the annual meeting and entitled to vote, abstentions will have the same effect as a vote “against” Proposals 2 3 and 4.3. Brokernon-votes will not have any effect on the approval of Proposals 2 3 or 4.3.

The presence of a shareholder at the annual meeting will not automatically revoke the shareholder’s proxy. Shareholders may, however, revoke a proxy at any time prior to its exercise by filing with the Secretary of the Company a written notice of revocation, by delivering to the Company a duly executed proxy bearing a later date or by attending the annual meeting and voting in person. If you submitted your proxy by telephone or through the Internet, you may also revoke it by submitting a new proxy using the same procedures at a later date. The telephone and Internet voting facilities for shareholders of record will close at 1:00 a.m. Central Time on the day of the meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

General

The Company’s articles of incorporation provide that the Board shall consist of no fewer than five directors and no more than fifteen directors. The Company’s bylaws provide that the number of directors, within such limits, shall be determined by resolution of the Board. The Board currently is composed of sixseven directors. The Board is divided into three classes. One class is elected each year for a term of three years.

One directorThree directors will be elected at the annual meeting. The Board has nominated John R. Harris, anMaria A. Bofill, David N. Dungan and Richard N. Hamlin, each are existing director,directors, for the position.positions. If elected, Mr. HarrisMs. Bofill and Messrs. Dungan and Hamlin will each serve a three-year term expiring at the annual meeting in 2023.2024. You can find more information about Mr. HarrisMs. Bofill and Messrs. Dungan and Hamlin below.

Unless otherwise instructed on the proxy, it is the intention of the proxy holders to vote the shares represented by each properly executed proxy for the election of the nominee.nominees. The Board believes that the nomineenominees will stand for election and will serve if elected. However, if theany nominee fails to stand for election or is unable to accept election, proxies will be voted by the proxy holders for the election of such other person as the Board may recommend.

Since this election is not contested, the Board’s nominees for director will be elected only if the votes cast for hiseach such nominee’s election exceed the votes cast against hiseach such nominee’s election. If Mr. HarrisMs. Bofill is not elected, or Messrs. Dungan or Hamlin are not re-elected, our bylaws provide that he or she must tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then consider such resignation and recommend to the Board whether to accept or reject the resignation. The Board will decide whether to accept or reject any such tendered resignation within 90 days after certification of the election results and will publicly disclose its decision and the rationale therefor. If the resignation is not accepted, the director will continue to serve until his or her successor is elected and qualified, until there is a decrease in the number of directors, or until the director’s earlier resignation or removal. The majority voting provisions for the election of directors apply only to elections to uncontested elections in which the number of nominees does not exceed the number of directors to be elected. In the event of an election in which the number of nominees exceeds the number of directors to be elected, nominees will be elected by a plurality vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF MR. HARRISMS. BOFILL AND MESSRS. DUNGAN AND HAMLIN AS DIRECTOR.DIRECTORS.

Information as to the NomineeNominees and Continuing Directors

The following table sets forth certain information regarding the Board’s nomineenominees for election as director and those directors who will continue to serve as such after the annual meeting.

The principal occupations and other public company directorships for the past five years or more of the nominees for director and the fivefour directors whose terms of office will continue after the annual meeting are set forth below. Specific experience, qualifications, attributes and skills that the Board believes qualify each current director, including the director nominee,nominees, for his or her position on the Board are also summarized below. This description is not intended as an exclusive description of the types of expertise or contributions provided by each director.

NomineeNominees

Maria A. Bofill is a seasoned executive, having served in senior strategic finance and operational roles for public and privately held multinational companies. She currently serves as the Director of Business Development for TTG Talent Solutions, a boutique talent acquisition and placement firm. From June 2016 to September 2019 Ms. Bofill served as the Chief Financial Officer for Fyffes North America, Inc. From May of 2008 to June of 2016 she served as the Director of Finance and Administration and Treasurer of Fresh Quest, Inc. From October 2005 to May 2008 Ms. Bofill served as the Managing Principal of Octavian, Inc. From January 1988 to October of 2005 she served as the Vice President of Finance and Administration for the North America region of Fresh Del Monte Produce. The Company benefits from Ms. Bofill’s in-depth financial and accounting experience which provides additional depth to the Audit Committee. Her experience working with multinational organizations is a valuable asset to the Company and provides insight into international markets. Ms. Bofill’s more recent experience in the talent acquisition industry also benefits the Company which seeks to source high quality resources in highly competitive employment markets.

David N. Dungan is a founder of the Company, along with Mr. Fernandez. He served as a Managing Director from the Company’s inception until March 2000 when he became a director and was named Chief Operating Officer (“COO”). Mr. Dungan was named Vice Chairman in February of 2006. Prior to founding the Company, Mr. Dungan served as the National Partner-in-Charge of the World Class Finance Practice of the Strategic Services Consulting Division of KPMG LLP (“KPMG”) from May 1994 to February 1997. Mr. Dungan joined KPMG in 1986 and, until May 1994, held various executive positions with that firm.Mr. Dungan provides the Board with broad financial and operational experience managing and leading a professional services firm focused on business consulting.

Richard N. Hamlin is a consultant and investor. He previously served as the Chief Financial Officer of CommerceQuest, Inc. from July 2002 to August 2003. He provides the Board with extensive financial and accounting experience gained over a more than thirty-year career as a Certified Public Accountant at KPMG. Mr. Hamlin served as a partner of KPMG for twenty-one years, which included service on KPMG’s board of directors from 1994 to 1998, and later became a partner of KPMG Consulting. Mr. Hamlin’s work experience provides additional depth of capability to the Audit Committee. Mr. Hamlin also has prior experience on a public company board as a former member of the board of directors and Chairman of the Audit Committee of eTelecare Global Solutions. Mr. Hamlin provides operational perspective from outside of the business consulting industry, having served as the Chairman and Trustee of the Dakota Minnesota Eastern Railroad, a wholly-owned subsidiary of Canadian Pacific Railroad, from October 2007 through November 2008.

Continuing Directors

Ted A. Fernandez founded the Company in 1997 based on a strategy he developed from his extensive history in the professional services industry, which included an eighteen-year career with KPMG. From 1979 to 1994, Mr. Fernandez held several industry executive and client service positions with KPMG. His career at

KPMG culminated in the role of the National Managing Partner of KPMG’s Strategic Services Consulting Division from May 1994 to January 1997. Mr. Fernandez also served as a member of KPMG’s Management Committee from 1995 to 1997. He brings an in-depth knowledge of the professional services industry, especially business consulting, and organizational leadership within that industry. He also provides extensive financial and accounting experience to the Board. Mr. Fernandez provides the Board with day to day knowledge of the Company’s business and markets. He also provides broad and deep experience with strategic plan development and execution. Mr. Fernandez has served as the Chairman of the Board and Chief Executive Officer (“CEO”) since founding the Company.

John R. Harris is a private investor and director at several companies. He is Chairman of HIFU Prostate Cancer Services, Inc., a privately held company and leading provider ofnon-invasive high intensity ultrasound treatment for localized prostate cancer. Mr. Harris also serves as athe lead independent director of Service Source International, Inc. (“Service Source”) a publicly traded company that provides customer and revenue lifecycle solutions where he also serves on the compensation committee. Mr. Harris also serves on the board of directors of Mobivity Holding Corp. a publicly traded company which develops enterprise-grade platforms combining the capabilities of both voice and SMS text messaging to connect consumers to brands where he sits on the audit committee and compensation committee. Mr. Harris served as a part time operating partner and investor with glendonTodd Capital from 2010 to 2015. He was Chief Executive Officer of Chemical Information Services, a company which provides information services to chemical sourcing professionals from February 2011 to January 2017. He hasin-depth experience in public company operations and management, having served as the former President and Chief Executive Officer of eTelecare Global Solutions, a provider of outsourced customer care services. Mr. Harris served in these roles from February 2006 until October 2009. Mr. Harris served as Chief Executive Officer of Seven Worldwide Inc., a digital content management company, from December 2003 to January 2005. From July 2002 to December 2003, he served as Chief Executive Officer and President of Delinea Corporation, an application and business process management company serving the energy industry. From August 2001 to July 2002, Mr. Harris served as Chief Executive Officer and President of Exolink. From September 1999 to September 2001, he served as Chairman and Chief Executive Officer of Ztango, Inc. Mr. Harris has an extensive history of senior executive leadership positions and board participation in the information technology, media, telecommunications and outsourcing industries. Mr. Harris spent twenty-five years with Electronic Data Systems (“EDS”), during which he held a variety of executive leadership positions including Group Executive and President of EDS’s four strategic business units serving the telecommunications and media industries. He also served as EDS’s Corporate Vice President, Marketing & Strategy. Mr. Harris provides significant public company board experience through his prior service on the boards of, and as an advisor to, companies including BancTec, Applied Graphic Technologies, Genuity, CapRock Communications, Startek, Premier Global and Sizmek (formerly DG Fast Channel). He continues to provide additional operational perspective on customer loyalty and engagement through his participation as a director of Mobivity Holdings Corp.

Continuing Directors

David N. Dungan is a founder of the Company, along with Mr. Fernandez. He served as a Managing Director from the Company’s inception until March 2000 when he became a director and was named Chief Operating Officer (“COO”). Mr. Dungan was named Vice Chairman in February of 2006. Mr. Dungan provides the Board with broad financial and operational experience managing and leading a professional services firm focused on business consulting. Prior to founding the Company, Mr. Dungan served as the NationalPartner-in-Charge of the World Class Finance Practice of the Strategic Services Consulting Division of KPMG LLP (“KPMG”) from May 1994 to February 1997. Mr. Dungan joined KPMG in 1986 and, until May 1994, held various executive positions with that firm.

Chief Executive Officer of Farsight PLC from April 1999 until June 2002. Mr. Wix brings to the Board an extensive history of senior executive leadership at a major financial institution, having retired in August 1998 as Managing Director Core IT Development of Lloyds TSB, a position he held from January 1993. From April 1990 to January 1993, Mr. Wix held the position of Head of Development at Lloyds TSB. Prior to being elevated to that position, Mr. Wix held a variety of positions within the information systems division of Lloyds TSB. He hasin-depth operational experience leading a significant division of an institution with global reach. He also has extensive experience as a purchaser of technology and business consulting services, and, as such, provides perspective on customer experience. Mr. Wix is a native of the United Kingdom and spent his professional career in the United Kingdom. He continues to make his home there. His knowledge of the European marketplace provides valuable international perspective to the Board.

Other Executive Officer

The principal occupation during the past five years or more of the Company’s other executive officer is set forth below.

The Board’s Role in Strategy Oversight

The Board and management team are focused on maximizing shareholder value and building long-term business success through sound corporate governance and the implementation of Hackett’s strategy. The Board regularly evaluates strategic opportunities to enhance shareholder value.

Each year, the Board undertakes a strategic review of the proposed annual plan, which includes business strategy and a detailed operating plan. The strategic review includes an evaluation of how best to leverage and strengthen our strategic differentiators and a thorough assessment of our services portfolio, including M&A opportunities. As part of this process, the Board also reviews our capital allocation model and human capital plans, including strategic hires, talent management, and talent development priorities. The proposed annual plan is then revised, if necessary, and approved by the Board. On a quarterly basis, the Board monitors execution of the annual plan and considers any adjustments as required. The annual plan may also be reviewed and revised by the Board as needed throughout the year to reflect changing conditions or new opportunities.

The Board’s Role in Risk Oversight

The Board is responsible for overseeing the Company’s management of the significant risks facing the business, including properly safeguarding the Company’s assets, maintaining appropriate financial and other internal controls, complying with applicable laws and regulations, and implementing proper corporate governance practices. Risks are considered in all business decisions and in connection with the development of the Company’s business strategy. The Board as a whole is responsible for reviewing and approving the Company’s annual operating plan. In connection with that review, the Board typically inquires of management as to the greatest areas of risk associated with the annual operating plan and the Company’s operating model taken as a whole and evaluates whether these risks are appropriately mitigated.

In addition, the Board’s committees, which meet regularly and report back to the Board, play significant roles in carrying out the Board’s risk oversight function. Company management also plays an important role in connection with risk management through the implementation and evaluation of effective internal controls and other internal processes.

Audit Committee

The Audit Committee reviews, acts on, and reports to the Board with respect to various auditing and accounting matters. The Audit Committee is directly responsible for the appointment, compensation, evaluation, retention and oversight of the Company’s independent accountants. The primary functions of the Audit Committee are to assist the Board in its responsibility for oversight of:

The Audit Committee performs all functions required of audit committees of public companies under applicable laws, rules and regulations and the requirements of the NASDAQ Stock Market (“the NASDAQ”).NASDAQ.

The current members of the Audit Committee are Messrs. Hamlin (Chairman), Harris, Rivero and Wix.Wix and Ms. Bofill. The Board has determined that each current member of the Audit Committee is independent under the NASDAQ’s listing standards and the SEC’s heightened independence requirements for members of audit committees. The Board has determined that Mr. Hamlin, and Mr. Rivero and Ms. Bofill are “audit committee financial experts”, as that term is defined under SEC rules.

The Audit Committee is governed by a written charter. A copy of the charter can be found on the Company’s website athttps://www.thehackettgroup.com/about/governance/. For further information on the Audit Committee, see the “Report of the Audit Committee” on page 4132 in this proxy statement.

For 2019,2020, as in prior years, the Company conducted, and the Compensation Committee reviewed, a risk assessment of its compensation programs and considered the extent to which its compensation policies and practices influence the behaviors of its executives and other employees with respect to taking business risks that could affect the Company. The Company believes that none of its compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee is governed by a written charter. A copy of the charter can be found on the Company’s website athttps://www.thehackettgroup.com/about/governance/. For further information on the Compensation Committee, see the “Compensation Committee Report” on page 12 in this proxy statement.

Nominating and Corporate Governance Committee

The current members of the Nominating and Corporate Governance Committee are Messrs. Wix (Chairman), Hamlin, Harris and Rivero. The Nominating and Corporate Governance Committee is responsible for:

The current members of the Nominating and Corporate Governance Committee are Messrs. Wix (Chairman), Hamlin, Harris and Rivero and Ms. Bofill.

The Nominating and Corporate Governance Committee selects and must approve by at least a majority vote all candidates to stand for election as directors. Pursuant to the Company’s bylaws, other candidates may also be nominated by any shareholder, provided each such other nomination is submitted in accordance with the procedures set forth in the bylaws. For a discussion of the requirements for including information with respect to a shareholder’s nominee in the Company’s proxy statement, see “Shareholder Proposals for the Annual Meeting in 2021”2022” on page 4638 of this proxy statement.

Committee and the Board has historically taken an approach that neither favors nor disfavors any particular color, race, creed, gender or other component of a nominee’s background such as skills and qualifications. The Board evaluates all candidates equally across all relevant factors and seeks members whose background, qualifications and skills will assist the Company in accomplishing its goals. The Board has engaged with shareholders on the topic of diversity, and in particular gender diversity. The Board and the Nominating and Corporate Governance Committee are committed to identifying and engaging a diverse field of director candidates when considering Board composition in the future. We do not currently plan on increasing the size ofcomposition. Consistent with that commitment, Ms. Bofill was appointed to the Board and are not currentlyof Directors in February of 2021. The number of seats on our Board of Directors was increased from six to seven in February of 2021 in connection with the processappointment of searching for new director candidates. When a vacancy on the Board arises, theMs. Bofill.

The Nominating and Corporate Governance Committee will actively identify qualified female candidates to include inis governed by a written charter. A copy of the pool from which Board nominees are selected.charter can be found on the Company’s website at https://www.thehackettgroup.com/about/governance/.

Stock Ownership Guidelines

The Company’s corporate governance guidelines also contain stock ownership guidelines for the Company’s CEO and the outside members of the Board.CEO. Pursuant to these guidelines, the Company’s CEO is required to own a number of shares of the Company’s common stock equal in value to six times his annual base salary. The Company’s outside Board members are required to own a number of shares of the Company’s common stock equal in value to three times their maximum annual cash compensation under the current Outside Director Compensation Program.CEO currently satisfies these requirements. The Company’s CEO and its outside Board members (except Mr. Rivero) currently satisfy these requirements. Mr. Rivero will have until February 19, 2021 to meet the required level of stock ownership. The Company’s CEO and its outside Board members areis required to purchase shares in the open market to satisfy these guidelines if necessary. Once the guidelines are achieved, neither the CEO nor any outside Board member will not be considered to be out of compliance with these guidelines due to fluctuations in the Company’s stock price.

Policy Regarding Hedging and Pledging

The Company’s corporate governance guidelines contain restrictions that prohibit directors and officers of the Company from, directly or indirectly, engaging in hedging transactions with respect to securities of the Company. A hedge transaction is defined as the purchase of any financial instrument (including prepaid variable

Historically, all regularly scheduled meetings of the Board and its committees have been held in person, and, all of the Company’s directors arehave been expected to attend the annual meeting of shareholders in person. Since the beginning of the COVID-19 pandemic all regularly schedule meetings of the Board and its committees have been held via video conference. Our CEO, CFO and Secretary are expected to attend the 2021 annual meeting in person with our other directors attending via video conference. As part of the Company’s precautions regarding COVID-19, our directors attended the 2020 Annual Meeting of Shareholders via teleconference except for our CEO who was present in person. All of the Company’s directors attended the 20192020 Annual Meeting of Shareholders except for Mr. Harris who had an unavoidable conflict.Shareholders.

COMPENSATION COMMITTEE REPORT

The Compensation Committee met with management to review and discuss the Compensation Discussion and Analysis below. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form10-K for its fiscal year ended December 27, 2019,January 1, 2021, and the Board has approved that recommendation.

Respectfully submitted,

Compensation Committee

John R. Harris, Chairman

Maria A. Bofill

Richard N. Hamlin

Robert A. Rivero

Alan T.G. Wix

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Philosophy and Objectives

The Committee’s objectives relating to compensation are to align the financial interests of its executives with those of its shareholders and to attract and retain highly qualified executives. The Company achieves these objectives by linking a substantial portion of each executive’s compensation to the achievement of financial and operational objectives in the executive’s particular business unit or the Company as a whole. The Compensation Committee has adopted a“pay-for-performance” compensation program for the Company’s executive officers. The program rewards the achievement of annualpro-forma pro forma earnings per share goals which, if met, result in the payment of cash bonuses and the issuance of performance-based restricted stock units. The program also rewards the achievement of long-term business objectives based on the continued improvement of operating performance, earnings growth and share value appreciation by vesting the incentive equityperformance-based restricted stock units earned based on the achievement of profitability targets over a subsequent minimum three-year period. This represents the long-term component of our executive compensation programs. This vesting period, during which the value of our common stock can rise or fall based on Company performance places a premium on the execution of the Company’s long-term strategy and further aligns our executives’ interests with those of our shareholders. The short-term and long-term components of the Company’s compensation programs require the Company’s executive officers to focus on the future growth and current profitability of the Company, as well as, on increasing shareholder value.

The main goals of the Company’s executive compensation programs are as follows:

In order to attract, retain, and commit top executives to the fulfillment of superior performance results, the executive compensation programs are designed to provide superior pay opportunities in exchange for superior performance.

The Company believes that its compensation program supports its business strategies and directly links pay with performance results. The Company continues to observe what it believes to be its directly comparative pay market, which is other strategic consulting and business advisory organizations and professional services firms which are mostly of significantly greater size.

In order to assure that executive compensation is both competitive and appropriate, the Compensation Committee reviews executive compensation periodically to determine whether any adjustments to specific compensation components should be implemented. In connection with this process, the Compensation Committee primarily considers the value of cash salary and incentive cash and stock compensation. These compensation components are even more meaningful since the Company does not contribute to any retirement programs in any form including defined benefit, defined contribution or supplemental retirement plans for its executives.

The Compensation Committee also periodically reviews external market data on executive compensation in order to obtain a general understanding of current compensation practices. Prior to making its executive compensation decisions forIn 2017, the Compensation Committee retained John Bloedorn, an independent compensation consultant formerly with Mercer who was involved with the development of the Company’s

data on total compensation for similar executive positions. This data consisted of annual salary, short-term incentives, long-term incentives, and pay mix. Data was obtained from total compensation information of similarly sized publicly traded companies including a subset of the Company’s historical peer group and the most recent Institutional Shareholder Services peer group at that time. In addition to Mr. Bloedorn’s analysis, the Compensation Committee also considered the Company’s direct competitor group which consisted of primarily private and much larger consulting groups such as McKinsey, Bain, BCG and the consulting arms of PwC, Deloitte, E&Y and KPMG. In reviewing external data, the Compensation Committee does not engage in direct benchmarking to establish compensation levels or make specific compensation decisions for several reasons. One such reason is that the Company has a unique structure, set of skill requirements and differs from many of the larger size surveyed companies. Also, many of the Company’s peer competitors are either privately held or are consulting divisions of companies that are significantly larger than the Company, such as Bain, McKinsey, BCG, Accenture and the consulting groups of the Big Four accounting firms. These companies may not provide public data that can be used for comparative purposes. Instead, the Compensation Committee reviews survey data to gain a better understanding of general compensation practices. In establishing executive compensation, the Compensation Committee takes into account a number of considerations, including individual and Company performance, experience, responsibilities, retention and the lack of a retirement benefits program. Periodic review of external market data is, however, considered to be a necessary point of reference. It is the Company’s preference that performance rather than benchmarking data drive executive compensation. Based on its analysis and advice it received from Mr. Bloedorn, the Compensation Committee determined that its compensation structure and compensation levels were appropriate for the Company. An independent compensation consultant was not engaged in connection with the Compensation Committee’s approval of the 20202021 executive compensation programs, however, the Company continues to rely on the conclusions of Mr. Bloedorn to make executive compensation decisions.

The Compensation Committee has determined that the advisors retained or consulted by the Committee are independent and raise no conflict of interest concerns. Mr. Bloedorn does not provide any services to the Company other than those services for which it was retained by the Compensation Committee.

The Elements of Executive Compensation at the Company

Overview

The Company’s executive compensation program applies to its three named executive officers, Messrs. Fernandez, Dungan and Ramirez. This program rewards the named executive officers for the achievement of exceptional operating results by providing significant incentive opportunities tied to the attainment of specific financial performance goals. The design of the program has been substantially consistent since it was created by the Compensation Committee in 2005 based on recommendations from Mercer, a nationally recognized executive compensation consulting firm. The program consists of base salaries and cash and equity incentive opportunities that the Company believes are market competitive for companies of similar size within its industry. Our executive compensation program consists of two primary elements: (1) short-term compensation in the form of annual compensation, consisting of base salaries, annual cash incentive compensation and employee benefits; and (2) long-term incentive compensation in the form of performance-based cash awards restricted stock units which, after being earned through the achievement of performance targets, then vest over a three-year period.

Performance-based cash awards and restricted stock awards are tied to the achievement ofpro-forma pro forma diluted net earnings per share targets based on a Board-approved annual operating plan.Pro-forma Pro forma diluted net earnings per share is defined as net income before income from discontinued operations, if applicable, and excludes restructuring costs or benefits,charges and asset impairments, acquisition-related adjustments,non-cash stock compensation expense, including stock appreciation rights (“SARs”) expense, the amortization of intangible assets and includes a long-term effective cash tax rate.Pro-forma Pro forma diluted net earnings per share is based on weighted average common and common equivalent shares outstanding. In addition, the Compensation Committee retains the right to exclude the impact of certain nonrecurring events from thepro-forma pro forma diluted net earnings per share calculation when, in the

when, in the opinion of the Compensation Committee, inclusion would not accurately reflect the core operating performance of the Company. The Company believes thatpro-forma pro forma diluted net earnings per share is the best measure of core operating performance for determining incentive compensation.

On an annual basis, the Compensation Committee evaluates and establishes the threshold and target achievement levels for the Company’s incentive compensation program for its named executive officers, which consist of its CEO, COO and CFO, which it refers to as “Commence,” “Goal” and “Superior.” If the Company’s performance falls short of the established goals for business growth, then the bonus compensation paid in connection with the program is reduced or no bonuses are paid at all. Payouts are interpolated if results fall between performance levels and extrapolated for performance exceeding the Superior level. The Company believes the targets established for its named executive officers, are challenging. This program has been in effect for fifteensixteen years. In two of those years, no bonuses were paid to the named executive officers as the Commence performance target was not achieved. In sixseven of those years, over which averagepro-forma earnings per share growth exceeded 6%, a bonus was paid based on results which were between the Commence and the Goal targets. InExcluding 2020, in two of those years, over which averagepro-forma earnings per share growth exceeded 26%, the Goal target was achieved. In five of those years, over which averagepro-forma pro forma earnings per share growth exceeded 133%, the Company’s performance exceeded the Superior target. Excluding 2010, whenpro-forma pro forma earnings per share growth was 476%, the averagepro-forma pro forma earnings per share growth over the other four years in which Superior targets were achieved exceeded 47%.

The Compensation Committee targets an even balance between the cash and equity incentive award opportunities included in the Company’s compensation programs overall but weights the equity component more heavily in the case of its CEO and COO. Performance-based equity grants issued to employees, other than the Company’s named executive officers, typically vest over a three or four-year period, based on the recipient’s individual compensation program, with the exception of the Company’s senior leadership program, which was introduced for 2020, that vests a portion of the participant’s annual equity opportunity after the conclusion of the compensation year subject to the achievement of a minimum level of Company profitability and the achievement of personal management objectives established for each individual. For 2020, ten2021, eleven individuals will participate in this program. Our named executive officers do not participate in this program. All equity grants, other than those issued upon hiring, are issued based on the achievement of Company, practice or individual performance goals, or any combination thereof.thereof or extraordinary individual contribution. Vesting is contingent on continued employment. The Company regards this vesting period as an important retention tool. More importantly, the Company believes that incentive compensation that is paid in the form of equity that vests over three or four years serves as a meaningful long-term incentive, the ultimate value of which is directly correlated to the price of the Company’s common stock.stock at the end of the vesting period. This rewards employees for increasing shareholder value. A heavier weighting on the incentive equity component ties a greater portion of the Company’s CEO and COO’s ultimate compensation to the ability to deliver increased shareholder value over the vesting period. A key feature of the equity bonus grants for the named executive officers is that performance-based awards also vest one third per year beginning on the first anniversary of the grant date. To further ensure the alignment of the CEO’s interests with those of the Company’s shareholders, the Board of Directors has adopted stock ownership guidelines that require the CEO to own a number of shares equal in value to six times his annual base salary. The CEO is currently in compliance with these guidelines.

Annual Compensation

Annual compensation consists of base salaries, annual incentive compensation and employee benefits. These elements are intended to provide a degree of compensation certainty to the named executive officers by providing compensation that, unlike incentive compensation, is not contingent on the achievement of performance criteria.

Base Salaries

The salaries payable to the Company’s named executive officers are generally recommended to the Board by the Compensation Committee during the first quarter of each fiscal year. Each of the named executive officers

The Company believes the base salaries it currently pays to its named executive officers are at market competitive levels for companies of similar size within its industry. See the “Summary Compensation Table” on page 2019 of this proxy statement and the related footnotes for additional information about base salaries.

Incentive Compensation

The Company’s annual incentive program reflects the Compensation Committee’s belief that a significant portion of the named executive officers’ compensation should be tied to company performance. For 2019,2020, variable,non-guaranteed performance-based compensation paid to Messrs. Fernandez and Dungan represented 57%59% and 50%52%, respectively, of their total compensation. The annual incentive component of the Company’s compensation program consists of annual performance-based cash incentive awards and performance-based equity incentive grants in the form of restricted stock units that vest over a three-year period commencing on the first anniversary of the grant date. These performance-based cash and equity opportunities are tied to the achievement ofpro-forma pro forma diluted net earnings per share targets based on a Board-approved operating plan. Each participant in the Company’s executive compensation program has target cash and equity incentive opportunities expressed as a percentage of salary. Cash and equity payouts are based on the dollar amount of the opportunity earned based on target levels achieved. For our CEO and COO, the equity opportunities have historically been more heavily weighted than the cash opportunities, including in 2019.2020. Performance-based equity incentive awards earned are expressed in a dollar amount and divided by the Company’s share price on the date of grant to calculate the equity incentive grant in the form of restricted stock units, the value of which is ultimately determined by the Company’s stock price on the date of vesting.

Customary Employee Benefits

The named executive officers, like the rest of the Company’s employees, receive certain customary employee benefits. For 2019,2020, these benefits included health, dental and vision coverage, prescription drug plans, life insurance, flexible spending accounts, short-term and long-term disability insurance and a 401(k) plan. The Company covers approximately 60% of the total cost of the health benefits for its U.S.-based employees, including its named executive officers. In other geographies, the Company’s compensation and benefits packages vary by country and are based on market standards, local custom and legal requirements in the jurisdiction. The Company does not provide for any special retirement-related benefits, such as pensions or 401(k) contribution matches, for its senior executives.

No Perquisites

The Company does not provide any executive perquisites.

Shareholder “Say on Pay” Vote

In the “Say on Pay” vote provided by the Company at its 20192020 annual meeting of shareholders, our shareholders approved the compensation of the Company’s executives as disclosed in the Company’s proxy statement for the meeting, with approximately 96%98% of the votes cast in favor. The Compensation Committee considered the results of this vote in setting the compensation of the Company’s named executive officers and decided to maintain the structure of the Company’s current executive compensation programs for fiscal year 2020.2021.

Incentive Compensation

Each participant in the Company’s executive compensation program has cash and equity incentive opportunities expressed as a percentage of salary that are tied to specified performance targets. For 2019,2020, variable compensation paid to Messrs. Fernandez, Dungan and Ramirez in the form of cash and restricted stock units subject to a three-year vesting period represented 57%59%, 50%52%, and 46%44%, respectively, of their total compensation as reported in the Summary Compensation Table.

At its meeting held on February 14, 2019, the Compensation Committee reviewed and approved base salaries and cash and equity incentive plan targets and opportunities for the named executive officers, as well as for the Company’s other senior leaders. The Compensation Committee specifically approved a program for its named executive officers that would pay annual cash and equity bonuses in connection with the achievement of 2019pro-forma diluted earnings per share performance targets. For 2019, the “Goal” and “Superior” targets established by the Compensation Committee were $1.13 and $1.23, respectively. These targets represented a 10% and 20% improvement over the Company’s prior year actualpro-forma diluted net earnings per share results (which for executive compensation purposes had been adjusted to $1.03 to remove the benefit from the discontinuance of the Company’s working capital practice in Europe), respectively. Please refer to Appendix B, “Reconciliation of Reported (GAAP) to Adjusted(Non-GAAP Results)” for a reconciliation of adjusted results, includingpro-forma EBITDA andpro-forma net earnings per share. The cash and equity incentive opportunities for our named executive officers for 2019 remained unchanged from 2018.

2019 Performance Outcomes

In 2019, the Company generated net revenue,pro-forma EBITDA andpro-forma net earnings per share from continuing operations of $260.8 million, $46.6 million and $1.00 per share, respectively. The Company had net revenue from continuing operations decrease in 2019 of 1% with a correspondingpro-forma EBITDA decrease of 5% andpro-forma diluted net earnings per share decrease of 6% when compared to 2018. The Company excluded charges related to a restructuring and an asset impairment from its 2019pro-forma net earnings per share calculation since the inclusion of the impact would not have accurately reflected the core operating performance of the Company’s continuing operations. For purposes of calculating the 2019 cash and equity performance bonuses for the Company’s named executive officers, the Compensation Committee included the incremental compensation cost savings related to the employees terminated as part of a restructuring which occurred in the fourth quarter of 2019. This resulted in apro-forma diluted earnings per share of $0.97, which the Compensation Committee believed was the most appropriate metric for determining incentive compensation for 2019. In accordance with the targets established by the Compensation Committee, thepro-forma diluted net earnings per share utilized by the Compensation Committee resulted in the payment of 40% of the “Goal” level payout under the Company’s 2019 executive compensation plan. Please refer to Appendix B, “Reconciliation of Reported (GAAP) to Adjusted(Non-GAAP Results)” for a reconciliation of adjusted results, includingpro-forma EBITDA andpro-forma net earnings per share, to reported GAAP results for 2019.In addition to his performance-based cash and equity bonuses, our CFO was awarded a discretionary equity grant of 6,821 restricted stock units, totaling $107,640 in grant date fair value, which will vest over four years.

Executive Compensation Decisions for 2020

At its meeting held on February 12, 2020, the Compensation Committee reviewed and approved the 2020 base salaries and cash and equity incentive plan targets for the Company’s named executive officers as well as the Company’s other senior leaders. Consistent with prior years, the Compensation Committee approved a program for the Company’s named executive officers that, in addition to base salaries, would pay annual cash and equity incentive awards in connection with the achievement of challenging 2020 pro forma diluted net earnings per share performance targets. Under the program terms approved on February 12, 2020, the Company’s annual pro forma net earnings per share would have had to improve at least 13% from the 2019 annual pro forma net earnings per share adjusted to $0.97 in order for the named executive officers to earn their “Goal” level cash and equity performance incentive awards. With an increase of at least 20% from the 2019 annual pro forma net earnings per share adjusted to $0.97 the named executive officers would have earned their “Superior” level cash and equity performance incentive awards. The Compensation Committee established these performance targets for 2020 without the benefit of being able to consider the impact of the COVID-19 pandemic on the Company’s results of operations for 2020.

In light of the COVID-19 pandemic, the Compensation Committee reviewed the previously established performance targets to determine whether they appropriately align the Company incentive compensation including executive compensation opportunities with the Company’s current forecast and objectives. As a result of that review, at its meeting on July 30, 2020, the Compensation Committee established new annual targets and made other revisions to the program.

Under the revised program, the Company’s total pro forma diluted net earnings per share for the first, third and fourth quarters of 2020 must have met or exceeded the total pro forma diluted earnings per share for the first, third and fourth quarters of 2019 in order for the named executive officers to have earned their “Goal” cash and equity performance incentive awards. The Compensation Committee believed that this Goal opportunity would effectively have required the achievement of an annual pro forma diluted earnings per share target for fiscal 2020 that was very aggressive given the significant demand volatility and uncertainties. The annual cash and equity incentive compensation earned at the revised Goal target would equal seventy-five (75%) of the Goal opportunity previously approved by the Compensation Committee on February 12, 2020. This was also the maximum that could be earned under the revised program. Under the revised program, the “Superior” cash and equity performance incentive award level was eliminated for 2020.

The Compensation Committee believed the revised program was better aligned with the updated outlook for the Company given the business disruption from the COVID-19 pandemic and also ensured that the program continued to serve as a performance driver for 2020, with challenging goals.

2020 Performance Outcomes

In 2020, the Company generated pro forma diluted earnings per share of $0.24 per share, $0.17 per share and $0.23 per share for the first, third and fourth quarters of 2020, respectively, compared to $0.22 per share, $0.27 per share and $0.24 per share for the first, third and fourth quarters of 2019, respectively. In accordance with the revised targets established by the Compensation Committee, the pro forma diluted earnings per share utilized by the Compensation Committee resulted in the payment of 59% of the “Goal” level payout under the Company’s 2020 revised executive compensation plan. Please refer to Appendix A, “Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results” for a reconciliation of adjusted results, including pro forma diluted earnings per share, to reported GAAP results for 2020. In addition to his cash performance bonus received under the 2020 revised executive compensation program, Mr. Ramirez received a $100,000 cash bonus in recognition of his cash management performance efforts during the COVID-19 pandemic. This one-time only cash bonus was approved by the Compensation Committee. Mr. Ramirez was the only named executive officer to receive the bonus.

Executive Compensation Decisions for 2021

At its meeting held on February 18, 2021, the Compensation Committee reviewed and approved 2021 base salaries and cash and equity incentive plan targets for the Company’s named executive officers, as well as for the Company’s other senior leaders. Consistent with prior years, the Compensation Committee specifically approved a program for its named executive officers that, in addition to base salaries, would pay annual cash and equity incentive bonuses in connection with the achievement of specified 20202021 performance targets. The Compensation Committee chose to retain thepro-forma annual pro forma diluted net earnings per share as the performance target in the 20202021 program.

The Company’s Compensation Committee has once again established challenging performance targets for 2020.2021. The Company’spro-forma annual pro forma diluted net earnings per share must improve at least 13%45% from $0.972020 in order for the named executive officers to earn their “Goal” cash and equity performance incentive awards. The Company’spro-forma annual pro forma diluted net earnings per share must improve at least 20%67% from 2020 in order for the named executive officers to earn their “Superior” cash and equity performance incentive awards. The Compensation Committee established these performance targets inmid- February without the benefit of being able to consider the more recent developments regarding the evolving impact of coronavirus orCOVID-19 on our projectedpro-forma diluted net earnings per share. As a result, the Compensation Committee may exercise its discretion to adjust the performance targets as appropriate to take into account the impact of the coronavirus pandemic on the Company’s results of operations.

Timing of Equity Incentive Plan Awards and Discretionary Equity Awards

The Company does not have a program, plan or practice to time equity awards, including option grants, to its named executive officers or directors in coordination with the release of materialnon-public information. The Company consistently presents to its Compensation Committee for approval allyear-end cash and equity bonus awards based on the previous year’s results at the first Compensation Committee meeting of the year. However, the timing of this approval may be changed in the event of extraordinary circumstances. The Company’s equity plan expressly prohibits the repricing of options and SARs.

Tax and Accounting Considerations and Compensation Deductibility Policy

In evaluating compensation program alternatives, the Compensation Committee considered the potential impact on the Company of Section 162(m) of the Internal Revenue Code (“Section 162(m)”), among other factors. Section 162(m) imposes a $1,000,000 per person limit on the annual tax deduction for compensation paid to the Company’s CEO, CFO, and certain other current and former executive officers. Prior to January 1, 2018, certain “performance-based” compensation was excluded from Section 162(m)’s limitation and was deductible if certain requirements were met, and the group of employees subject to the limitation did not include the Company’s CFO or former executive officers. Under certain interim relief provisions, compensation awarded before November 3, 2017 may continue to be deductible in the future pursuant to the rules applicable prior to January 1, 2018. However, due to ambiguities and uncertainties about how the revised Section 162(m) and the interim relief provisions apply, it is uncertain whether compensation that the Compensation Committee originally intended prior to January 1, 2018 to be structured as “performance-based” compensation under Section 162(m), or prior compensation awarded to the Company’s CFO, will be deductible going forward.

As a general matter, in making its previous compensation decisions for the Company’s covered employees, the Compensation Committee endeavored to maximize deductibility of compensation under Section 162(m) to the extent practicable under then-applicable law while maintaining competitive compensation. The Compensation Committee, however, believes that it is important for it to retain maximum flexibility in designing compensation programs that are in the best interests of the Company and its stockholders, even if such approach results in certain amounts that may be payable in excess of $1,000,000 to not be deductible under Section 162(m). As a result, the Compensation Committee has approved and reserves the right to approve compensation that does not qualify for deductibility in circumstances it deems appropriate to promote varying corporate goals.

adopted an Incentive Compensation Recoupment Policy that allows for the recovery from its current or former named executive officers of any erroneously awarded compensation in the three-year period prior to a restatement. A copy of the Company’s Incentive Compensation Recoupment Policy can be found on the Company’s website athttps://www.thehackettgroup.com/about/governance/.

GRANTS OF PLAN-BASED AWARDS

FOR FISCAL YEAR 20192020

The following table sets forth information on the cash and equity grant awards issued to the named executive officers under the Company’s executive compensation plan for fiscal 2019.2020.

Equity Compensation Plan Information

The Company maintains The Hackett Group, Inc. 1998 Stock Option and Incentive Plan, as amended (the “Plan”) and The Hackett Group, Inc. Employee Stock Purchase Plan, as amended (the “ESPP”).

The table below sets forth the following information as of December 27, 2019January 1, 2021 for (1) all compensation plans previously approved by the Company’s shareholders and (2) all compensation plans not previously approved by the Company’s shareholders:

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

The following table sets forth information concerning unexercised SARs, options and unvested restricted stock units for each named executive officer outstanding as of the end of fiscal 2019.2020.

(Does not include equity awards granted after fiscalyear-end. See the “Grants of Plan-Based Awards” table on page 2120 of this Proxy Statement and “Executive Compensation Decisions for 2020” on page 1716 of this proxy statement for information on payments and grants made following the 20192020 fiscalyear-end related to 20192020 performance-based compensation.)

OPTION EXERCISES AND STOCK VESTED

(During fiscal year-ended December 27, 2019)January 1, 2021)

The following table sets forth information concerning each exercise of SARs or stock options, and the vesting of stock awards in the form of restricted stock units, for each named executive officer during fiscal 2019.2020.

Narrative Disclosure to Summary Compensation Table and Plan-Based Awards Table

Mr. Fernandez

Mr. Fernandez entered into an employment agreement with the Company effective as of June 2, 1998. It was amended on November 10, 2004, June 10, 2005, December 30, 2008 and March 10, 2017. The agreement provides for a three-year term (with an automatic renewal for one additional year on each subsequent anniversary thereafter unless either party gives contrary notice) and currently provides for an annual salary and bonus to be determined and paid pursuant to a bonus plan to be adopted by the Board for each fiscal year. The agreement also contains certain confidentiality,non-competition andnon-solicitation provisions. Mr. Fernandez’s employment agreement also includes the following provisions:

Also see “Compensation Discussion and Analysis – The Elements of Executive Compensation at the Company” on page 14 of this proxy statement.

Mr. Dungan

Mr. Dungan entered into an employment agreement with the Company effective as of December 26, 2001. It was amended on November 10, 2004, March 24, 2006, December 30, 2008 and March 10, 2017. Mr. Dungan’s agreement provides for a three-year term (with an automatic renewal for one additional year on the first and each subsequent anniversary thereafter unless either party gives contrary notice) and currently provides for an annual salary and bonus to be determined and paid pursuant to a bonus plan to be adopted by the Board for each fiscal

year. The agreement contains certain confidentiality,non-competition andnon-solicitation provisions. The agreement also includes the following provisions:

Also see “Compensation Discussion and Analysis – The Elements of Executive Compensation at the Company” on page 14 of this proxy statement.

Mr. Ramirez

Mr. Ramirez entered into an employment agreement with the Company effective as of August 1, 2007. Mr. Ramirez’s employment agreement provided for a three-year term (with an automatic renewal for one additional year thereafter on each subsequent anniversary unless either party gives contrary notice) and currently provides for an annual salary and bonus pursuant to a bonus plan to be adopted by the Board for each fiscal year. The agreement contains provisions regarding confidentiality,non-competition andnon-solicitation. The agreement also includes the following provisions:

Also see “Compensation Discussion and Analysis – The Elements of Executive Compensation at the Company” on page 14 of this proxy statement.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The tables below quantify (in U.S. dollars) the potential payments upon termination or a change in control of the Company for each of the named executive officers actively employed by the Company at the end of fiscal 2019.2020. All amounts are calculated assuming (i) a termination date of December 27, 2019January 1, 2021 and (ii) the price per share of the Company’s securities was the closing market price as of that date. These payments are subject to the terms of the employment agreements that are summarized under “Narrative Disclosure to Summary Compensation Table and Plan-Based Awards Table” on page 2423 of this proxy statement.

DIRECTOR COMPENSATION

Director Compensation for 20192020

Directors who are officers or employees of the Company or any subsidiary of the Company receive no additional compensation for serving on the Board or any of its committees. Each outside director receives an annual $40,000 cash retainer, paid quarterly. All directors are reimbursed for travel expenses incurred in connection with attending Board and committee meetings.

The Company’s outside directors also receive an annual restricted stock unit grant equal in value to $72,000 on the date of grant. All restricted stock units granted under this program will vest in full on theone-year anniversary of the date of grant and will also vest upon involuntary termination of service, including change of control. Upon reaching ten years of service on the Board, outside director members receive a restricted stock unit grant equal in number of units to his or her annual service grant for that year. Beginning with grants that occurred in 2012, each of the Company’s outside directors is allowed to elect to defer the receipt of their shares upon vesting for three years, five years or until death, disability or termination of service on the Board.

Director Compensation for Fiscal 20192020

Director Compensation for 20202021

For 2020,2021, the Company’s Outside Director Compensation Program will remain unchanged.

OUTSTANDING DIRECTOR EQUITY AWARDS

AT 20192020 FISCALYEAR-END

We have employees in countries with differing labor market characteristics. As such, for purposes of comparability we have also calculated the total annual compensation for our median employee in the United States where we have 705651 employees and generate the majority of our revenue and profitability. The total annual compensation for the median U.S. based employee is $168,100.$171,900. The ratio of our CEO’s annual total compensation to our median U.S. based employee’s total compensation for fiscal year 20192020 is 1011 to 1.

PROPOSAL 2

TO APPROVE AN AMENDMENT TO THE COMPANY’S 1998 STOCK OPTION AND INCENTIVE PLAN TO (I) INCREASE THE SUBLIMIT FOR ISSUANCES OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS BY 1,200,000 SHARES AND (II) INCREASE THE TOTAL NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 1998 STOCK OPTION AND INCENTIVE PLAN BY 1,200,000 SHARES.

Description of Proposed Amendment. The Board has adopted, subject to shareholder approval, an amendment to the Company’s 1998 Stock Option and Incentive Plan, as amended and restated as of March 13, 2015 (the “Plan”). As described in further detail below, the purpose of the amendment is to increase the sublimit for issuances of restricted stock and restricted stock units by 1,200,000 shares and to increase the total number of shares authorized for issuance under the Plan by 1,200,000 shares. A copy of the Plan (as proposed to be amended) is attached hereto as Appendix A.

The table below contains information about the Plan as of the Record Date and reflects the impact of Proposal 2, assuming approval by the Company’s shareholders.