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Chicago, IL 60607
3, 2024
1 | To elect to the board of directors the three persons nominated by the board of directors to serve as Class | |||||||
2 | To approve an amendment to the Company’s Restated Certificate of Incorporation; | |||||||
3 | To approve an amendment to the Company’s Amended and Restated Stock Ownership Participation Program; | |||||||
4 | An advisory vote to approve the Company’s | |||||||
5 | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, | |||||||
6 | To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. | |||||||
Annual Meeting.
Shareholders
By Order of the Board of Directors
Ernest W. Torain, Jr.
Executive Vice President, General
Counsel and Corporate Secretary
Chicago, Illinois
March 25, 2022
By Order of the Board of Directors | ||||||||
Ernest W. Torain, Jr. | ||||||||
Chicago, Illinois March 22, 2024 | Executive Vice President, General Counsel and Corporate Secretary |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 3, 2024 The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com |
Stockholders:
Our board is confident that Mr. Hussey, together with the rest of the leadership team, will continue to deliver on Huron’sCompany's long-term strategy and achieve its financial objectives of more consistent revenue growth and improved profitability. On behalf of the board, we want to share our deepest appreciation to Mr. Roth for his steadfast leadership and meaningful contributions to this company, skillfully navigating the firm through significant periods of disruption and transformation throughout his tenure.
As fellow shareholders, we are committed to sustaining the alignment between Huron’sHuron's management compensation programs and the long-term interests of Huron's stockholders.
As a professional services firm, our people are one of our greatest strategic advantages. In response to the COVID-19 pandemic in 2020, we believed that minimizing reductions in our workforce was in the best interest of our shareholders. We believed minimizing impact to our people would be critical in both supporting the growth anticipated when our clients’ businesses stabilized and sustaining our strong culture. The decisions we made to continue to invest in our people were validated by our strong financial performance in 2021. We continue to believe our efforts to retain our team, especially in this highly competitive labor market, will continue to benefit our clients and shareholders.
Our focus on retention is inclusive of Huron’s named executive officers (NEOs). As outlined in more detail incertain additional business results, see the “Executive Compensation” section inof this Proxy Statement, during 2020, the Compensation Committee maintained discipline in approaching NEO pay for fiscal year 2021 in order to align compensation programs with long-term shareholder value while appropriately incentivizing and retaining our leaders.
The NEO pay programs for 2021 retained a primarily objective and substantially performance-based structure. We retained the financial metrics for NEOs and enhanced our Strategic Measures under the Annual Incentive Plan to incorporate ESG goals into our definition and assessment of performance. Seventy-five percent of our NEOs’ annual incentive opportunity for 2021 was tied to predefined full-year financial goals and approximately 90% of the total annual incentive opportunity was tied to metrics that use predefined quantitative goals and performance assessment.
The Compensation Committee also maintained the performance-based orientation of our NEO Long-Term Incentive Plan design. To reflect the ongoing uncertainty presented by the COVID-19 pandemic in 2021, the Compensation Committee approved two temporary modifications to the NEO Long-Term Incentive Plan: 1) 60% of the long-term incentive award opportunity was granted in the form of performance-based units (PSUs) and 40% was granted in the form of restricted share awards (RSAs), and 2) while retaining three-year vesting and performance periods, set annual goals for the Adjusted Diluted EPS and Revenue Growth objectives, with final performance and vesting results incorporating a three-year Revenue Growth goal. For 2022, we have reverted to delivering the long-term incentive award 70% in the form of PSUs and 30% in the form of restricted stock units (RSUs) and utilizing cumulative three-year performance objectives for Adjusted Diluted EPS and Revenue Growth.
After making no adjustments to the outstanding incentives in 2020 to address the very negative impact of the pandemic on multi-year performance cycles, the Compensation Committee awarded an additional compensation opportunity to our NEOs through cash retention agreements. These agreements provide for cash payments to each NEO if they remain employed over the three-year period ending March 1, 2024. The Compensation Committee viewed these awards as critical to ensure the NEOs continued leadership, specifically over the next few years as the Company emerges from the challenges presented by the pandemic, and is imperative as this executive team is uniquely positioned to drive the Company forward to identify growth opportunities and support our clients’ evolving needs. The Compensation Committee approved the payment of the awards in cash rather than equity, to align with our ongoing efforts to minimize dilution and manage our burn rate. These cash retention agreements were approved in response to extremely unique circumstances in 2021 stemming from the COVID-19 pandemic, and we do not intend to provide any cash-based retention awards to our NEOs in the future.
Throughout 2021, we 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 annual Environmental, Social and Governance 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.
Our non-executive 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.
ALIGNED EMPLOYEE PROGRAMS TO DRIVE SHAREHOLDER VALUE
strategies. Our Say on PaySay-on-Pay for 2023 Executive Compensation Proposal is found in Proposal 24 of this Proxy Statement and the boardBoard recommends that you vote ‘FOR’“FOR” this proposal. We also invite you to consider additional information on our compensation philosophy and decisions in the section entitledtitled “Executive Compensation” inof this Proxy Statement.
Sincerely,
H. Eugene Lockhart | Hugh E. Sawyer | John McCartney | |||||||||||||||||||||
Ekta Singh-Bushell | Debra L. Zumwalt | Peter K. Markell |
TABLE OF CONTENTS | ||||||||
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VOTING REQUIREMENTS
At the 2023 Annual Meeting of Stockholders, the stockholders approved an amendment to the Company's certificate of incorporation to declassify the board of directors. Therefore, the directors nominated to stand for election at the 2024 Annual Meeting will serve a one-year term if elected.
Name | Principal Occupation | Indepen-dent | A | C | N&CG | Tech | F&CA | ||||||||||||||||||||||||||
C. Mark Hussey Age |
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| Chief Executive Officer | Class II 2024 | |||||||||||||||||||||||||||||||
| Retired Chairman, President and Chief Executive Officer, Regis Corporation | Class II
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| Vice President and General Counsel, | Class II
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Not Standing for Election | |||||||||||||||||||||||||||||||||
John McCartney Age 71, Director since 2004 | Non-executive Chairman, Huron Consulting Group Inc. | 2025 | • | • | |||||||||||||||||||||||||||||
Peter K. Markell Age 68, Director since 2022 | Executive Vice President and CFO, Lifespan Health System | Class III 2025 | • | •c | • | • | |||||||||||||||||||||||||||
Ekta Singh-Bushell Age 52, Director since 2019 | Strategic adviser to DecisionGPS, LLC | Class III 2025 | • | •c | • | • | |||||||||||||||||||||||||||
Joy T. Brown Age 45, Director since 2022 | SVP, Chief Digital Information Officer, Boston Medical Center Health System | Class I 2026 | • | • | •c | • | |||||||||||||||||||||||||||
H. Eugene Lockhart Age 74, Director since 2006 | Chairman Emeritus & General Partner, MissionOG LLC | Class I 2026 | • | • | • | •c | |||||||||||||||||||||||||||
James H. Roth Age 66, Director since 2009 | Vice Chairman, Client Services, Huron Consulting Group Inc.2 | Class I 2026 |
F&CA – Finance and Capital Allocation Committee
Board Diversity Matrix (As of Record Date) | ||||||||||||||||
Total Number of Directors | 7 | |||||||||||||||
| Female | Male | Non-Binary | Did Not Disclose Gender | ||||||||||||
Part I: Gender Identity |
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Directors | 2 | 5 | 0 | 0 | ||||||||||||
Part II: Demographic Background |
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African American or Black | 0 | 0 | 0 | 0 | ||||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||||||||||
Asian | 1 | 0 | 0 | 0 | ||||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | ||||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||||||||||
White | 1 | 5 | 0 | 0 | ||||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||||||||||
LGBTQ+ | 0 | |||||||||||||||
Did Not Disclose Demographic Background | 0 |
Board Diversity Matrix (As of Record Date) - 9 Total Directors Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender Directors 3 6 0 0 Part II: Demographic Background African American or Black 1 0 0 0 Alaskan Native or Native American 0 0 0 0 Asian 1 0 0 0 Hispanic or Latinx 0 0 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 1 6 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0
C. Mark Hussey Director since
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Professional Experience
Mr. McCartney joined the executive management team of US Robotics in March 1984 as Vice President and Chief Financial Officer. At US Robotics, he served in various executive capacities, including as Executive Vice President, International, until serving as President and Chief Operating Officer from January 1996 until its merger with 3Com Corporation in June 1997. From June 1997 to March 1998, Mr. McCartney held the position of President of 3Com Corporation’s Client Access Unit.
Board Service
Mr. McCartney has served on the board of Datatec Limited, a publicly traded 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 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., a publicly traded independent natural gas and oil company, and Covance Inc., a publicly traded drug development services company. In addition, Mr. McCartney served as Chairman of the board of trustees of Davidson College from 2004 to 2008.
Education
Mr. McCartney received a B.A. in Philosophy 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.
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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 publicly traded 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 publicly traded footwear and accessories company, since 2018 (currently as a member of the audit and nominating and governance committees), TTEC Holdings, Inc., a publicly traded consumer experience technology and services company, since 2017 (currently as a member of the audit and nominating and governance committees), and as the lead independent director of Datatec Limited, a publicly traded networking technology and services company, since 2018 (currently as a member of the audit, risk & compliance, remunerations and nominations committees). Ms. Singh-Bushell advises SAAS startups and has served as a strategic adviser to MissionOG since 2020 and DecisionGPS, LLC since 2015.
Education
Ms. Singh-Bushell received a Masters in Electrical Engineering & Computer Science from the University of California, Berkeley and a Bachelors of Engineering from the University of Poona, India. In addition, Ms. Singh-Bushell is a licensed Certified Public Accountant and holds advanced international certifications in ESG, corporate governance, information systems security, and audit.
Individual Contributions
Ms. Singh-Bushell’s extensive experience managing and leading a global professional services firm, advising senior executives around the globe, and serving on public company boards from various industries, coupled with her knowledge of technology, finance, and cybersecurity, enables her to bring a broad range of capabilities to the Huron board. She also offers a unique perspective through her diverse global management expertise, age and gender diversity and proven track record working on transformations in the digital and technology space.
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Professional Experience
Mr. Markell served as the Executive Vice President of Administration and Finance, CFO and Treasurer at Mass General Brigham from 1999 until his retirement in March 2021, where his responsibilities included financial oversight of $14 billion in operations with assets of approximately $21 billion, and management within the areas of Corporate Finance, Research Management, Information Systems, Real Estate, Treasury and Human Resources. Prior to his roles as an executive at Mass General Brigham, Mr. Markell was an Audit Partner at Ernst & Young and served as Interim Chief Financial Officer at Massachusetts General Hospital.
Board Service
Mr. Markell has served on the board of Eastern Bank since 2006 where he currently is a member of its audit committee, risk management committee and nominating and corporate governance committee and is currently Chair of the compensation committee. During the last five years, Mr. Markell has served on the Board of Trustees of Boston College, including serving as Chair.
Education
Mr. Markell is a Certified Public Accountant and earned his B.S./B.A. with concentrations in Accounting and Finance from Boston College.
Individual Contributions
Mr. Markell, a Certified Public Accountant, brings to the Huron board, and the audit committee in particular, his prior experience as chief financial officer and chief administrative officer of a large hospital as well as his prior board service to a major U.S. college which will enable him to contribute to Huron’s Healthcare and Education industries. Mr. Markell is based in Boston, where he will be in close proximity to Huron’s Innosight Strategy and Innovation team located in Lexington, Massachusetts.
DIRECTORS NOT STANDINGFOR ELECTION
Chief Executive Officer, since January 2023, and President of Huron Consulting Group Inc. and Huron Consulting Services LLC |
As a founding member
Education
Mr. RothHussey received a B.A.B.S. in Political Science and EconomicsAccountancy from Vanderbiltthe University of Illinois, Urbana-Champaign and an M.B.A. in Finance from Southern Methodist University.
the University of Chicago Graduate School of Business. He holds professional designations as a Chartered Financial Analyst, Certified Management Accountant, and Certified Public Accountant.
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Professional Experience
Since October 2014, Mr. Lockhart has 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, from 2012 to 2019. From 2002 until 2012, Mr. Lockhart was a venture partner at Oak Investment Partners, a venture capital firm. Through these investment firms, Mr. Lockhart has been actively involved in overseeing the management of high growth 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 has served on the board of Alkami Technology, Inc., a digital banking systems provider, since May 2021. During the last five years, Mr. Lockhart previously served on the boards of Metro Bank PLC, a publicly traded retail bank operating in the U.K.; Community Choice Financial, a neighborhood-based financial services company; and Aaron’s, Inc., a lease-to-own retailer of furnishings, electronics and appliances. Additionally, Mr. Lockhart has previously served on numerous philanthropic boards, including as Chair of the Thomas Jefferson Foundation (Monticello) and as the Chairman of the Darden School Foundation at the University of Virginia.
Education
Mr. Lockhart received a B.S. in Mechanical Engineering from the University of Virginia and an M.B.A. from The Darden Graduate School of Business at the University of Virginia. In addition, Mr. Lockhart is a 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 a broad array of contacts to Huron.
Hugh E. Sawyer Director since February 2018 Compensation Committee (Chair) Audit Committee (Member)
Finance and Capital Allocation Committee (Member)
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Florida and was previously a Certified Turnaround Professional.
(Member) |
Joy T. Brown Director since September 2022 Technology and Information Security Committee (Chair) Compensation Committee (Member) Finance and Capital Allocation Committee (Member) |
John McCartney Director since October 2004 Non-executive Chairman of the Board (May 2010) Audit Committee (Member) Nominating and Corporate Governance Committee (Member) |
H. Eugene Lockhart Director since December 2006 Finance and Capital Allocation Committee (Chair) Audit Committee (Member) Compensation Committee (Member) |
Peter K. Markell Director since March 2022 Audit Committee (Chair) Nominating and Corporate Governance Committee (Member) Technology and Information Security Committee (Member) |
James H. Roth Director since November 2009 Vice Chairman, Client Services (January 2023) |
Ekta Singh-Bushell Director since May 2019 Nominating and Corporate Governance Committee (Chair) Technology and Information Security Committee (Member) Finance and Capital Allocation Committee (Member) |
BOARD COMPOSITION
RISK OVERSIGHT
On March 16, 2022, we announced that the board elected Mr. Peter Markell as a director of the Company. (See page 7 for Mr. Markell’s biography.) The board believes Mr. Markell’s recent experience as a senior executive of one of the world’s leading academic medical centers and the chair and board member of a highly regarded research university, as well as his prior experience as a partner at a global professional services firm make him uniquely qualified to contribute to the Huron board. Further, his ability to serve as a designated financial expert will bring added strength and depth to the Audit Committee. Additionally, in anticipation of C. Mark Hussey’s new role as Chief Executive Officer effective January 1, 2023, it is the board’s intention to elect him to the board during 2022.
As of the date of this proxy, Ms. Ekta Singh-Bushell serves on the boards of five publicly traded companies. The board recognizes that the voting guidelines of certain of our shareholders consider this incidence of board service as “overboarded.” The Nominating and Governance Committee and the full board examined Ms. Singh-
Bushell’s performance in the context of her commitments when considering her renomination for election. It is the board’s considered opinion that Ms. Singh-Bushell’s performance as a director at Huron has been active and diligent and in no way impeded by other commitments. She brings to the Huron board important expertise in digital and cybersecurity and contributes extensively on all other matters which the board addresses. Moreover, the Committee determined that the knowledge and experience that Ms. Singh-Bushell gains from these additional commitments provide an important dimension to our board, especially in the financial and technology sectors, that are directly relevant to Huron’s growth strategy.
The Nominating and Corporate Governance Committee will continue to consider a variety of factors as it works to enhance the composition of the board, increase diversity, reduce average tenure and ensure structured and orderly board succession through a process of both board member additions and retirements. As a result, during the next several years, the board may occasionally expand or contract as theits refresh process is executed. It is the expressed desire of the board that it continue to remain relatively small in number and composed principally of non-executive directors. The Nominating and Governance Committee believes that Mr. Markell possesses an exceptional skill set and will be an outstanding addition to our board. However, the Committee also recognizes that Mr. Markell’s election, while bringing fresh perspectives, does not address our other stated objectives of bringing enhanced age, gender, or racial and/or ethnic diversity to the board. We remain actively engaged in our board refreshment process and expect to add at least one additional director in the coming quarters.
BOARD LEADERSHIP
RISK OVERSIGHT
RISK OVERSIGHT
COMMITTEES
www.huronconsultinggroup.com.
Zumwalt.
Nominating and Corporate Governance Committee
2023.
Zumwalt.
2023. The members of the Technology and Information Security Committee are Ms. Singh-BushellBrown (Chair), Mr. LockhartMarkell, Ms. Singh-Bushell and Ms. Zumwalt. The committee members have significant knowledge and experience in technology and information security related strategies, operations, risk management and governance through their extensive professional experience and board service. The committee members also draw upon the skills and insight of the full board and regularly liaise with the Company’sCompany's Chief Information Officer. It is the intention
Ms. Singh-Bushell.
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.
EXPERIENCE
DIRECTORS
The
Compensation Element | Compensation | |||||
Annual cash retainer(1)(2) |
Vice Chairman - $85,000
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All non-employee directors including the Chairman - $75,000 | ||||||
Annual restricted stock grant | $170,000 in the form of restricted stock | |||||
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Annual committee chairperson retainer | Audit - $25,000 | |||||
Compensation - $20,000 | ||||||
Nominating and Corporate Governance - $15,000 | ||||||
Technology and Information Security | ||||||
Finance and Capital Allocation - $15,000 | ||||||
Annual committee membership retainer, other than the chair | Audit - $10,000 | |||||
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Nominating and Corporate Governance - $7,500 | ||||||
Technology and Information Security - $7,500 | ||||||
Finance and Capital Allocation - $7,500 | ||||||
Stock ownership requirement | Non-employee directors are expected to own Huron stock equal to five times the annual cash retainer of |
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(2)All directors are reimbursed for out-of-pocket expenses for attending board and committee meetings.
•If the new director joins over six months after the Company’s annual meeting, no grant will be made.
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Name | Fees Earned or Paid in Cash ($) (4) | Stock Awards ($)(1) | Total ($) | ||||||||||||
H. Eugene Lockhart (2) | 90,000 | 169,980 | 259,980 | ||||||||||||
Peter K. Markell (5) | 0 | 0 | 0 | ||||||||||||
John McCartney (2)(3) | 176,250 | 169,980 | 346,230 | ||||||||||||
Hugh E. Sawyer (2) | 65,000 | 169,980 | 234,980 | ||||||||||||
Ekta Singh-Bushell (2) | 82,000 | 169,980 | 251,980 | ||||||||||||
Debra Zumwalt (2) | 87,000 | 169,980 | 256,980 |
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Name Total
($)102,000 170,024 272,024 119,750 170,024 289,774 107,750 170,024 277,774 247,500 170,024 417,524 113,500 170,024 283,524 116,000 170,024 286,024 111,000 170,024 281,024
Name | Age | Position | ||||||||||
63 | ||||||||||||
| Chief Executive Officer and | |||||||||||
| 54 | Executive Vice President and Chief Operating Officer | ||||||||||
John D. Kelly | 48 | Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||
Ernest W. Torain, Jr. | 59 | Executive Vice President, General Counsel and Corporate Secretary |
James H. Roth’s
J. Ronald Dail Chief Operating Officer | Mr. Dail was appointed as Huron’s chief operating officer on July 1, 2022 succeeding C. Mark |
senior finance, accounting and investor relations positions at entities such as EZLinks Golf, Inc., Dominick’s Finer Foods, Inc., and the Quaker Oats Company. Mr. Hussey received a B.S. in Accountancy from the University of Illinois, Urbana-Champaign and an 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.
Chapel Hill. | |||||
John D. Kelly Executive Vice President, Chief Financial Officer and Treasurer | John D. Kelly was appointed |
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.
Ernest W. Torain, Jr. Executive Vice President, General Counsel and Corporate Secretary | Ernest W. Torain, Jr. was appointed |
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. Commencing in February 2021, Mr. Torain was appointed as a member of the Board of Directors of Chicago Humanities Festival.
2023 CEO TRANSITION
On March 21, 2022, the CompanyEXECUTIVE LEADERSHIP TRANSITION
The board recognizes that the development of management succession plans and the oversight of the execution of those plans once enacted is one of its primary responsibilities. As such, the board has consistently addressed management succession as part of its regular processes. These actions have included developing emergency succession plans, identifying potential senior leadership succession candidates, assessing such candidates’ readiness to assume greater responsibilities, and identifying developmental opportunities for potential candidates. Examples of the output of these actions include the promotion ofChief Executive Officer. Mr. Hussey to president in 2019 and chief operating officer in 2017 and the promotion of Mr. Kelly to chief financial officer in 2017.
In 2020, the board advanced its assessment of potential successors forwas also appointed as a director when he assumed the CEO position, including considering an external search, which, after deliberate discussion, was ultimately rejected.
The board long considered Mr. Hussey an extremely strong candidate for the CEO position given his significant leadership skills and deep knowledge of the company’s operations, personnel, investors and clients, developed during his management of the day-to-day operations and finances of the business in his various roles at Huron. At numerous meetings during 2021, the board discussed Mr. Hussey’s readiness to assume the role and the expected positive reaction from the managing directors and broader Huron team to his potential appointment. At the completion of these discussions, it was the board’s unanimous opinion that Mr. Hussey should succeedrole. Mr. Roth when the latter chose to step aside.
On March 21, 2022, the Company announced the board’s execution of its leadership transition plan andwas then appointed Mr. Hussey to become chief executive officer, effective January 1, 2023, following Mr. Roth’s retirement from the role. In anticipation of his new role as Chief Executive Officer effective January 1, 2023, it is also the board’s intention to elect Mr. Hussey to the board during 2022. The board has complete confidence in Mr. Hussey’s ability to lead the company forward to achieve it strategic objectives.
One of the key attributes of Huron’s long-term success and client-focused culture is an active presence in the marketplace. Our managing directors regularly address the issues and challenges of our clients and actively identify new business opportunities with current and potential clients. Throughout his career, Mr. Roth has been and remains extremely active with Huron’s clients, especially in the higher education and healthcare industries. He is a highly regarded thought leader and trusted advisor to the senior leadership at some of the world’s most renowned organizations. The board, Mr. Hussey and Mr. Roth all believe that Mr. Roth can and should make significant contributions to Huron’s success through continued client service, and Mr. Roth is eager to do so. Therefore, it is the board’s intention, effective January 1, 2023, to elect Mr. Roth, Vice Chairman, Client Services, a non-executive position focusedand continues to serve on serving clients across industries and enhancing Huron’s market presence, among other activities.
REPORTS
MANAGEMENT
• each person known by us to beneficially own 5% or more of our common stock;
• each of our named executive officers;
• each member of our board of directors; and
• all directors and executive officers as a group.
Beneficial ownership is determined according to the rules of the Securities and Exchange Commission (the “SEC”)SEC and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security and includes options that are currently exercisable or exercisable within 60 days as of the record date. Each director, officer or 5% or more stockholder, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated, beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply.
Beneficial Ownership | ||||||||||
Name of beneficial owner (1) | Shares | % | ||||||||
Beneficial owners of 5% or more: | ||||||||||
The Vanguard Group, Inc. (2) | 2,020,217 | 9.22 | ||||||||
Wellington Management Group LLP (3) | 1,528,614 | 6.97 | ||||||||
T. Rowe Price Associates, Inc. (4) | 1,528,241 | 6.90 | ||||||||
BlackRock, Inc. (5) | 1,493,763 | 6.80 | ||||||||
Directors and Executive Officers: | ||||||||||
C. Mark Hussey (6) | 94,059 | * | ||||||||
John D. Kelly (7) | 38,385 | * | ||||||||
H. Eugene Lockhart (8) | 36,690 | * | ||||||||
Peter K. Markell (9) | 0 | — | ||||||||
John McCartney (10) | 67,267 | * | ||||||||
James H. Roth (11) | 125,841 | * | ||||||||
Hugh E. Sawyer (12) | 27,519 | * | ||||||||
Ekta Singh-Bushell (13) | 14,255 | * | ||||||||
Ernest W. Torain, Jr. (14) | 5,879 | * | ||||||||
Debra Zumwalt (15) | 21,853 | * | ||||||||
All directors and executive officers as a group (10 persons) (16) | 431,748 | 2.02 |
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* Indicates less than 1% ownership. (1)The principal address for each of the stockholders, other than The Vanguard Group, Inc., BlackRock, Inc. and Dimensional Fund Advisors LP listed below is c/o Huron Consulting Group Inc., 550 West Van Buren Street, Chicago, Illinois 60607. (2)The principal address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The shares are owned by The Vanguard Group, Inc. Information regarding beneficial ownership of our common stock by The Vanguard Group, Inc. is included herein in reliance on a Schedule 13G/A filed with the SEC on February 13, 2024. (3)The principal address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. The shares are owned by the following subsidiaries of BlackRock, Inc.: Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors, and BlackRock Fund Managers Ltd. Information regarding beneficial ownership of our common stock by BlackRock, Inc. is included herein in reliance on a Schedule 13G/A filed with the SEC on January 25, 2024. (4)The principal address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746. Information regarding beneficial ownership of our common stock by Dimensional Fund Advisors LP is included herein in reliance on a Schedule 13G/A filed with the SEC on February 9, 2024. (5)Includes 544 unvested restricted stock units that will vest within 60 days of the Record Date and excludes 3,124 additional unvested restricted stock units. (6)Includes 2,452 shares issuable upon exercise of options that are exercisable currently or within 60 days of the Record Date and 827 unvested shares of restricted stock and excludes 10,588 additional unvested restricted stock units. (7)Excludes 18,761 unvested restricted stock units. (8)Excludes 8,305 unvested restricted stock units. (9)Includes 250 unvested shares of restricted stock and 443 unvested restricted stock units which will vest within 60 days of the Record Date and excludes 2,473 additional unvested restricted stock units. (10)Includes 801 unvested restricted stock units that will vest within 60 days of the Record Date and excludes 3,546 additional unvested restricted stock units. (11)Includes 250 unvested shares of restricted stock and 443 unvested restricted stock units which will vest within 60 days of the Record Date as well as 1,259 shares held by a wholly-owned limited liability company of which Mr. McCartney is the sole owner and excludes 2,473 additional unvested restricted stock units. (12)Includes 3,855 shares held by a family limited liability company and excludes 8,001 unvested restricted stock units. (13)Includes 250 unvested shares of restricted stock and 443 unvested restricted stock units which will vest within 60 days of the Record Date and excludes 2,473 additional unvested restricted stock units. (14)Includes 250 unvested shares of restricted stock and 443 unvested restricted stock units which will vest within 60 days of the Record Date and excludes 2,473 additional unvested restricted stock units. 24 (15)Excludes 4,034 unvested restricted stock units. (16)Includes 250 unvested shares of restricted stock and 443 unvested restricted stock units which will vest within 60 days of the Record Date and excludes 2,473 additional unvested restricted stock units. (17)Includes 1,225 shares issuable upon exercise of options held by one member of the group that are exercisable currently or within 60 days of the Record Date; an aggregate of 3,560 restricted stock units that will vest and are issuable within 60 days of the Record Date; an aggregate of 2,077 unvested restricted stock; and excludes an aggregate of 64,283 unvested restricted stock units held by the Directors and Executive Officers listed above. CORPORATE SOCIAL RESPONSIBILITY We continue to invest in the growth and development of |
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CORPORATE SOCIAL RESPONSIBILITY
At Huron, we believe we all have a role to play in shaping a brighter and more sustainable future for our clients, our people, initiate programs to advance social responsibility, uphold strong governance practices, and actively work to minimize our communities andenvironmental footprint. Our dedication to sustainability is evident in our shareholders. As we continue to evolve our programs and initiatives to support a more sustainable future, we have focused our efforts onalignment with key global standards. We prioritize the United Nations Sustainable Development Goals (“SDGs”),(SDGs) and particularly five goals that are integrally alignedresonated 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. Below are the highlights of how we took action to advancehave advanced those SDGs in 2021 and contribute to a more equitable and sustainable society.
2023.
As
At Huron, we regularly lookcommunities. We have continued to utilize personal development assessments such as our 360-degree feedback tool for ways to grow our business and better support and invest in our people, which has enabled us to achieve an employee engagement score of 77%, which is above the Glint Employee Engagement global benchmark of 74%. We are committed to supporting development at allmost senior levels and empowering employees to unlock their potential. In 2021, our internal certified coaching professional devoted more than 500 hours to executive coaching, which focuses on the development of leadership skills to create positive change, manage complexityprovide meaningful feedback and build high-performing teams. We also launched a sponsorship program for talent in underrepresented groups across the company to drive continuedfurther enhance ongoing employee growth for the organization, develop our people, foster our culture and enhance the diversity of Huron’s leadership. We are encouraged by the positive results we have experienced with this program and similar programs in building a strong pipeline for future leaders.
At Huron, we focus on building leaders of the future. We know that leadership is a learned skill, and we offer leadership development opportunities that anchor to our leadership principles, which were established in 2021.
We believe that demonstrating leadership is a living expression of our culture and growth aspiration and a critical component to enable our future success.
Advancing Our Commitment to Diversity, Equity and Inclusion
Fundamental
To further our long-standing commitment to diversity, equity and inclusion, in 2021, Huron’s chief executive officer signed the CEO Action for Diversity & InclusionTM Pledge to take action to advance diversity and inclusion within the workplace. We also made progress on our diversity and inclusion action plan. Through our action plan, we continued 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 so that they are aligned to our values.
Inclusion.
Huron has a longstanding tradition of supporting
Welocal food banks, relief agencies, programs aimed at empowering at-risk youth, and educational institutions.
tutored, coached and mentored more than 1,200 youth.
At Huron, we are focused on protecting and preserving our planet for future generations. We recognize that addressing climate change now is critical to our future and that we all play an important role in helping to combat the climate crisis.
calculation for 2019, we are better able to identify our impact on the environmentin a quantifiable and where and how we should prioritize opportunities to lessen that impact. We are committed to measuring and disclosing our greenhouse gas emissions and to setting goals to help us positively impact the environment.
verifiable way, while also supporting carbon dioxide removal technologies.
trust. In addition, Huron prohibits the use of Company funds, assets, services, or facilities on behalf of a political party or candidate and the Company does not reimburse employees for any personal contributions the employee makesmade to a political party or candidate.
corporatesecretary@hcg.com.
ANALYSIS
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•C. Mark Hussey, President and Chief Executive Officer •J. Ronald Dail, Executive Vice President and Chief Operating Officer •John D. Kelly, Executive Vice President, Chief Financial Officer and Treasurer •Ernest W. Torain, Jr., Executive Vice President, General Counsel and Corporate Secretary 2023 HIGHLIGHTS As
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To further described below, Huron’s executive compensation program is structured to incentivize and reward performance that drives Company-wide success, achieves growth while effectively managing risk and aligns with the long-term best interests of our commitmentstockholders. The record Company performance in 2023 is highlighted by the following achievements3.
2022 is defined as operating cash flows of $135.3 million and $85.4 million, respectively, less capital expenditures of $35.2 million and $24.3 million, respectively.
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EXECUTIVE SUMMARY Huron is a global professional services firm that collaborates with clients to put possible into practice by creating sound strategies, optimizing operations, accelerating digital transformation, and empowering businesses and their people to own their future. By embracing diverse perspectives, encouraging new ideas and challenging the status quo, we create sustainable results for the organizations we serve. Our business strategy is to be the premier transformation partner to our clients and our 5,500 global revenue-generating professionals are the cornerstone of our success. These employees use their deep industry, functional and technical expertise to help our clients adapt to rapidly changing environments and accelerate their business transformation to drive lasting, sustainable and measurable results. Our professionals' talents and skills, along with our unique company culture are strategic differentiators and enable the future success of our clients and Huron. To achieve our strategy, we are committed to: •Accelerating Growth in Healthcare and Education: Huron has leading market positions in healthcare and education, providing comprehensive offerings to the largest health systems, academic medical centers, colleges and universities, and research institutes in the United States. •Growing Presence in Commercial Industries: Huron’s commercial industry focus has increased the diversification of the Company’s portfolio and end markets while expanding the range of capabilities it can deliver to clients, providing new avenues for growth and an important balance to its healthcare and education focus. •Rapidly Growing Global Digital Capability: Huron’s ability to provide a broad portfolio of digital offerings that support the strategic and operational needs of its clients is at the foundation of the Company’s strategy. Huron will continue to advance its integrated digital platform to support its strong growth trajectory. •Solid Foundation for Margin Expansion: The •Strong Balance Sheet and Cash Flows: Strong free cash flows have and will continue to be a hallmark of Huron’s financial strength and business model. The Company is committed to deploying capital in a strategic and balanced way, including returning capital to shareholders and executing strategic, tuck-in acquisitions. We operate in a highly competitive talent market and our compensation philosophy is focused on motivating and effectively rewarding our professionals for their significant contributions. To continue to attract and retain highly qualified employees and align those employees' interests with the Company and stockholders, approximately 90% of the equity that we award each year is granted to non-NEOs, primarily our principals, managing directors and industry and capability leaders who are not covered by this Compensation Discussion and Analysis. Furthermore, to incentivize and retain employees below the principal and managing director level, we encourage participation in the Company's Stock Ownership Participation Program ("SOPP" or "Plan"). See Proposal 3 for additional information on our equity incentive strategy for our non-NEO employees and the proposed amendment to increase the shares available for grant under our SOPP and to extend the term of the Plan. The criticality of our employees extends to our executive officers. Huron's growth, distinctive integrated operating model, and continued development of leadership in global regions strategically position the Company to identify, attract, hire and retain the caliber of leaders needed to meet our objectives. Accordingly, it is imperative that Huron's executives embody Huron's values and leadership principles, and have the expertise and experience that is essential to effectively leading and engaging a growing organization spread across multiple countries with varying business, economic and regulatory environments. Huron’s Compensation Committee aligns our executives’ interests with the Company and stockholders through a careful and robust pay for performance compensation program, all while mitigating excessive risk-taking through vigorous oversight and governance practices. When determining 2023 executive compensation payouts and setting 2024 executive target compensation levels, the Compensation Committee was guided by the following principles and objectives. 29 EXECUTIVE COMPENSATION PHILOSOPHY Huron considers a number of elements when making pay decisions and these core tenets drive our executive compensation philosophy: We define performance |
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Realizable Pay
Our executive compensation program is directly aligned with shareholder value. This alignment is clearly evident when comparing the target pay to the realizable pay of our NEOs. The graph below illustrates the target compensation opportunity provided to Mr. Roth from 2017-2021, the compensation he has earned, and the equity compensation he still has the potential to earn from awards earned from 2017-2021. The realizable compensation values are compared with our total shareholder return (TSR) performance over the same period.
Realizable pay includes salary, actual annual incentive earned, and equity incentives earned or remaining eligible to be earned, valued at the December 31, 2021 share price. The LTI grants in 2018, 2019 and 2020 are only eligible to be earned if the Company achieves rigorous predetermined Adjusted Diluted EPS and Revenue Growth goals over a cumulative three-year performance period. The 2021 LTI award retained a three-year cumulative performance cycle but will set annual goals for both Adjusted Diluted EPS and Revenue Growth at the beginning of each year in the performance cycle. The final payout of the 2021 LTI award will be determined at the end of the full three-year period and incorporate our performance against a predetermined cumulative three-year Revenue Growth goal. 2020 and 2021 at-risk LTI is eligible to be earned after the completion of the 2020-2022 and 2021-2023 performance cycles, respectively, based on actual results. The value of all LTI awards will depend on the portion, if any, earned and the share price at that time.
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Huron’s executive compensation program is structured to align executive pay with Company performance. 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:
Deliveringof delivering value to shareholders;
Achievingstockholders, achieving financial performance in comparison to pre-established financial goals;goals, and
Attaining establishing and executing strategic initiatives that we believe are responsive to changingevolving market and economic conditions and critical to future stockholder value creation.
What We Do | What We Do Not Do | |||||||||||||
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Appropriately balance short-term and long-term incentives |
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Align executive compensation with stockholder returns through performance-based equity grants that include minimum time- vesting requirements |
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Establish rigorous, achievable, and predominantly quantitative goals, that ensure focus, measurable progress and overall organizational advancement |
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Require the annual incentive program funding to be capped at target payout if total shareholder return for the year is negative | û | No "evergreen" features or liberal share counting provisions within our equity plan | ||||||||||||
ü | Perform an annual risk assessment of our compensation programs | û | No automatic grants to any participant within the equity plan | |||||||||||
ü | Maintain robust stock ownership guidelines |
ü | Provide only double-trigger benefits in a change of control event | |||||||||||||
ü | Maintain a clawback policy providing for recoupment of incentive-based compensation | |||||||||||||
Retain an independent compensation consultant to the board | ||||||||||||||
Administer the equity plans through the Compensation Committee, which is comprised entirely of independent directors | ||||||||||||||
ü | Mitigate potential dilution of equity award grants through our share repurchase program | |||||||||||||
ü | Solicit investor feedbackon our compensation program and potential enhancements through an extensive |
Compensation Element | Form | Compensation Philosophy Alignment | What it Rewards | ||||||||
Base Salary | 100% Cash | Provide market competitive base pay that reflects role and responsibilities, ability to effect Company results, executive's experience and individual performance. | Accomplishment of day-to-day responsibilities, individual performance and the executive's experience and the competitiveness of the talent market. | ||||||||
Annual Incentive | 100% Cash | Set challenging, but attainable, goals that motivate exceptional performance against the annual operating plan and serves as key compensation vehicle for differentiating performance each year. | Achievement of predefined financial, operational and strategic measures that are commensurate with performance against the annual operating plan. | ||||||||
Long-Term Incentive | 70% PSUs | Focus executives on the achievement of strong performance against long-term strategic and financial goals to directly align executive's interests with the long-term interests of stockholders. | Alignment of stockholder interests with the attainment of long-term financial goals and share price appreciation. | ||||||||
30% RSUs | Provide for long-term executive retention. |
Shareholder
2023 Peer Group | |||||
CBIZ, Inc. | ICF International, Inc. | ||||
CRA International, Inc. | Korn Ferry | ||||
Dun & Bradstreet Holdings, Inc. | LiveRamp Holdings, Inc. | ||||
Evolent Health, Inc. | NextGen Healthcare, Inc. | ||||
Exponent, Inc. | Premier, Inc. | ||||
FTI Consulting Inc. | Resources Connection, Inc. | ||||
Heidrick & Struggles International, Inc. | Veradigm, Inc. |
2024 Peer Group | |||||
CBIZ, Inc. | Korn Ferry | ||||
CRA International, Inc. | LiveRamp Holdings, Inc. | ||||
Dun & Bradstreet Holdings, Inc. | NextGen Healthcare, Inc. | ||||
Evolent Health, Inc. | Premier, Inc. | ||||
Exponent, Inc. | Perficient, Inc. | ||||
FTI Consulting Inc. | R1 RCM, Inc. | ||||
Heidrick & Struggles International, Inc. | Resources Connection, Inc. | ||||
ICF International, Inc. |
2021 Say on Pay Vote
At the 2021 Annual Meeting, approximately 91% of votes cast were in support of our named executive officers’ compensation. We view these results as overwhelming support of our compensation programs, including their strong alignment between our executives’ pay and shareholder value, and the focused actions the Compensation Committee took in response to the impact of COVID-19 on our business and our people. We will continue to listen carefully to our shareholdersstockholders and incorporate their feedback into our decisions about executive compensation.
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Targeting of Total Direct Compensation
The
2021 NEO Compensation Opportunity
Name and Position | Base Salary | Target Annual Incentive Opportunity (% of Salary) | Target Long-Term Incentive Opportunity (% of Salary) | ||||||||
C. Mark Hussey | $925,000 | 125% | 225% | ||||||||
J. Ronald Dail | $650,000 | 90% | 125% | ||||||||
John D. Kelly | $575,000 | 100% | 175% | ||||||||
Ernest W. Torain, Jr. | $450,000 | 75% | 125% |
Compensation Element
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James H. Roth
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C. Mark Hussey
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John D. Kelly
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Ernest W. Torain, Jr.
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Base Salary | $950,000 | $800,000 | $525,000 | $360,000 | ||||
Target AIP Opportunity (% of Salary) | 140% | 100% | 90% | 50% | ||||
Target LTI Opportunity (% of Salary) | 225% | 175% | 150% | 90% |
In addition, in April 2021,the exceptional performance achieved, the Compensation Committee approved cash retention awardsa total payout of 145% of target for eachthe 2023 annual incentive program.
Performance Measure | Weighting | Threshold | Target | Maximum | Actual | Payout % of Target | ||||||||||||||
Organic Revenue Growth | 40% | $1,175M | $1,250M | $1,360M | $1,362M | 200% | ||||||||||||||
Adjusted EBITDA Margin | 35% | 11.3% | 12.3% | 13.3% | 12.3% | 100% | ||||||||||||||
Strategic Measures | 25% | Varies by measure - details below | 120% | |||||||||||||||||
Total | 100% | 145% |
2021 Annual Incentive
The Compensation Committee approved the continued use of Organic Revenue Growth2, Adjusted EBITDA Margin and Strategic Measures as the three elements of the NEOs’2023 annual incentive program for 2021. The Compensation Committee electeddirectly aligned to enhance the Strategic Measures to include Environmental, Social and Governance (ESG) measures and increase the overall weightinggrowth strategy of the Strategic Measures to 25%organization through the following four principles: Grow Revenue, Grow Margins, Grow People and Financial Strength. Each of these goal's performance was assessed against pre-approved, defined measures of success, of which a majority were objective, quantifiable goals. In total, 60% of the totalstrategic measures within the 2023 annual incentive program were assessed against objective, quantifiable goals. The following chart outlines the 2023 goals as well as their weighting, alignment to provide sufficient weighting for the new ESG goals. Thestrategy and actual levels of achievement.
Goals | Weighting | Alignment of Strategic Priorities with Company Strategy | Level of Achievement | |||||||||||
Grow Revenue | 40.0% | Focused on executing against our growth strategy, including accelerating growth in the healthcare and education industries, advancing our portfolio of technology and analytic services and products, expanding our commercial business, growing our base of recurring revenue and further positioning our advisory capability for growth. | 48.7% | Exceeded our growth goals for the healthcare and education industries and digital capability. Achieved our growth goal for commercial industries of focus (e.g., financial services, energy and utilities and public sector). Defined the enterprise framework to further refine the Company’s operating model. Did not achieve our recurring revenue growth goal. | ||||||||||
Grow Margins | 25.0% | Focused on executing our margin expansion strategy to improve profitability and increase our investment capacity. | 32.3% | Improved adjusted EBITDA margins by 70 bps over 2022 through initiatives focused on utilization, pricing, global delivery and SG&A leverage. |
2021 Annual Incentive Goals | ||||||||||||||
Performance Measure
| Weighting
| Threshold
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| Maximum
| Actual
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Organic Revenue Growth | 40% | $820.0M | $860.0M | $924.5M | $903.6M | 167.5% | ||||||||
Adjusted EBITDA Margin | 35% | 10.3% | 11.3% | 12.3% | 10.8% | 64.0% | ||||||||
Strategic Measures(1) | 25% | Varies by measure - details below | 102.2% | |||||||||||
Total | 100% | 115.0% | ||||||||||||
Total Awarded(2) | 100.0% |
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2021 Strategic Measures
Quantitative Goals | Weighting | Alignment of Strategic Priorities with Shareholder Value | Level of Achievement | |||||||
Enterprise | 16% | Focused on advancing Huron’s strategy in the commercial markets and recurring revenue business models to further enable the Company’s long-term growth strategy and maintaining a strong balance sheet to support the Company’s balanced capital deployment allocation strategy. | 6.8% | Prioritized investments in growing businesses with recurring revenue, including our managed services offerings to build upon our current recurring revenue base. Did not achieve our annual free cash goal. | ||||||
Business Unit | 32% | Focused on achieving sustainable organic revenue growth over time. Measures included business unit-level revenue growth targets, new service line revenue growth targets and the successful integration of strategic acquisitions. Specific goals vary by business unit. | 45.4% | Executed Huron’s strategic plan, which included advancing and evolving new service lines to strengthen and expand our offerings, growing our core industries, and integrating our recent acquisitions. Did not achieve growth measures related to the Business Advisory business and the Life Sciences business. | ||||||
ESG | 10% | Focused on advancing our commitment to diversity, equity and inclusion by executing the initiatives set forth in our diversity and inclusion action plan. | 10.0% | Continued to foster an inclusive culture that encourages diversity. Advanced diverse representation across the organization. Executed our regular pay equity study to help ensure fair and equitable compensation for all employees. Expanded our community outreach support. | ||||||
Qualitative Goals | Weighting | Alignment of Strategic Priorities with Shareholder Value | Level of Achievement | |||||||
Enterprise | 16% | Focused on mitigating further impacts to the business driven by the ongoing impact of the COVID-19 pandemic and enhancing Huron’s integrated operating model and capabilities to drive growth across the business. | 16.0% | Developed a flexible COVID-19 reentry plan that met the needs of our clients while maintaining the health and safety of our employees. Refined Huron’s plan to become a more integrated operating company. Invested in business and greatest potential of developing recurring revenue business models. | ||||||
Business Unit | 16% | Focused on strategically positioning Huron to achieve sustainable organic revenue growth over time, including advancing growth priorities and capabilities that support Huron’s enterprise-level strategy. Specific goals vary by business unit. | 14.0% | Areas of focus included successfully launching new service lines, building upon the foundation in key growth areas, and advancing our practice strategies. Did not achieve Life Sciences-focused measures given the divestiture of the business unit in Q4 2021. | ||||||
ESG | 10% | Focused on advancing our commitment to diversity, equity and inclusion by executing the initiatives set forth in our diversity and inclusion action plan across all levels of the organization, ensuring fair and equitable compensation, expanding community outreach and strengthening vendor processes. | 10.0% | Joined the CEO Action for Diversity & Inclusion coalition. Established new apprenticeship, sponsorship and development programs to create opportunities for learning, networking and leadership development. See Huron’s annual Environmental, Social and Governance report for further details. | ||||||
Total | 100% | 102.2 | % |
2021 Long-Term Incentive
Given the uncertainty of the recovery of our business from the impact of the COVID-19 pandemic and the Compensation Committee’s desire to provide a competitive earning opportunity aligned with shareholder value,Committee.
Grow People | 25.0% | Focused on advancing our commitment to our people while attracting, engaging, motivating and retaining top talent to support our strategic objectives and growth goals. | 27.5% | Achieved our priorities to advance our commitment to our employees in 2023 realizing strong employee engagement and coach quality feedback results, improving employee retention and strengthening the overall employee experience by bringing greater transparency to professional development and career progression. As well, furthered our talent management efforts with reprised senior leadership succession activities and refreshed talent management and development activities. | ||||||||||
Aligned with our ESG strategy, focused on advancing our commitment to diversity, equity and inclusion by executing the initiatives set forth in our diversity and inclusion action plan. | 3.2% | Continued to foster a culture of belonging and inclusivity, advance diverse representation and expand our community outreach, including (but not limited to) aligning the senior leadership team as executive champions for each of our nine employee resource groups (iMatter teams), establishing DEI partnerships to improve networking, sourcing and development, and launching the Women in India and Women of Color subcommunities of our Women iMatter team. | ||||||||||||
Financial Strength | 10.0% | Focused on maintaining a strong, flexible balance sheet to support the achievement of Huron’s strategy while returning capital to shareholders and allowing for capacity for strategic tuck-in M&A. | 8.8% | Achieved our 2023 free cash flow and leverage goals. | ||||||||||
Total | 100% | 120.5% |
Maintain majority weighting on performance units but temporarily reduce weightingwhich was unchanged from the prior year, 70% to 60% of the target awardlong-term incentive program value to better reflect market competitive practices.
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On March 1, 2021, the Compensation Committee awarded our NEOs performance share units (PSUs) and 30% was granted in the form of restricted shares under the long-term incentive plan of the following amounts:
Executive | Performance Share Units(1) | Restricted Shares | ||||||||
James H. Roth | 23,860 | 15,907 | ||||||||
C. Mark Hussey | 15,628 | 10,419 | ||||||||
John D. Kelly | 8,791 | 5,860 | ||||||||
Ernest W. Torain, Jr. | 3,617 | 2,411 |
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2021 Performance on Long-Term Incentive
The Compensation Committee established the following 2021 goals for Adjusted Diluted EPS and Revenue Growth3stock units (RSUs), eachboth with a 50% weighting, to determine the number of earned shares for the first component of the 2021 long-term incentive. Finalthree-year vesting period. The final payout of the entire 2021 long-term incentive programPSUs granted in 2023 will be determined at the end of the full three-year period after incorporating our performance against the Compensation Committee-approved three-year Revenue Growth goals. No shares will vest under this program until the conclusion of the full three-year performance period.
Performance Measure | Weighting | Threshold | Target | Maximum | Actual | |||||
Adjusted Diluted EPS | 50% | $2.10 | $2.50 | $3.00 | $2.61 | |||||
Revenue Growth | 50% | $820M | $860M | $925M | $906M |
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Outstanding Performance Share Grants
There were three outstanding PSU cycles during 2021, those granted in 2019, 2020 and 2021. The actual shares that may be earned is determined based on performance against two predetermined, absolute goals: 1) Adjusted Diluted EPS and 2) Revenue Growth. Thecumulative three-year goals for Adjusted Diluted EPS and Revenue Growth, with fifty-fifty weighting. As in prior years, we cannot disclose the details of the three-year goals forat this time due to their material, non-public nature.
Performance Measure | Weighting | Threshold | Target | Maximum | Actual | Payout % of Target | ||||||||||||||
2023 Annual Goals | ||||||||||||||||||||
Adjusted Diluted EPS | 50% | $3.60 | $4.00 | $4.50 | $4.91 | 200% | ||||||||||||||
Revenue Growth | 50% | $1,210M | $1,250M | $1,315M | $1,362M | 200% | ||||||||||||||
Total | 100% | 200% | ||||||||||||||||||
2021-2023 Cumulative Revenue Growth Goals | ||||||||||||||||||||
Revenue Growth | 100% | $2,632M | $2,738M | $2,847M | $3,400M | 110% |
Performance Measure | Overall Weighting | Adjusted Diluted EPS Payout % of Target Earned (50% Weighting) | Revenue Growth Payout % of Target Earned (50% Weighting) | Total Payout % of Target Earned | ||||||||||
Annual Performance | ||||||||||||||
2021 | 33% | 122% | 170% | 146% | ||||||||||
2022 | 33% | 166% | 200% | 183% | ||||||||||
2023 | 33% | 200% | 200% | 200% | ||||||||||
Total | 100% | 176% | ||||||||||||
2021-2023 Cumulative Revenue Growth Multiplier | ||||||||||||||
Revenue Growth | 110% | |||||||||||||
Total | 194% |
The Compensation Committee did not make any modifications to the outstanding awards in 2020 or 2021, despite the significant unforeseen negative impact of COVID-19 on the estimated payouts for the 2019 and 2020 NEO PSU awards.
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Performance Unit Awards
Performance units may be earned and settled in shares at the end of a full three-year performance period, depending on the level of performance achieved. The Compensation Committee approves the absolute goals for both Adjusted Diluted EPS and Revenue Growth, including establishing a threshold level below which no performance units will vest. These goals are communicated towith fifty-fifty weighting. As in prior years, we cannot disclose the NEOs at the time of grant, but we do not share them publicly until the enddetails of the performance periodthree-year goals at this time due to prevent us from sharing otherwisetheir material, non-public information about our financial forecast.
Restricted Shares
Restricted shares vest ratably over nature.
Performance Unit Vesting
our peer group and other market data, the Compensation Committee determined that an overall increase in total direct compensation was appropriate. The 2019 awardincrease in total direct compensation is primarily achieved through increasing the variable "at-risk" portion of performance units completed its three-year performance cycle as of December 31, 2021.executive pay through increased performance-based equity awards under the upcoming 2024 long-term incentive program. The table below illustratesadjustments made for 2024 drive improved competitiveness by better aligning each executive's total direct compensation with the structuretotal direct compensation received by similarly situated executives of the performance unitsCompany's peer group and enhancing the alignment of the executive's interests with the long-term interests of stockholders as a greater portion of total direct compensation is granted in 2019.
Performance Measure | Weighting | Threshold | Target | Maximum | Actual | |||||
Adjusted Diluted EPS | 57% | $6.75 | $7.94 | $9.14 | $7.50 | |||||
Revenue Growth | 43% | $2,541M | $2,674M | $2,982M | $2,627M |
As a resultperformance-based equity. The Company continues to remain active with its share repurchase program in order to mitigate any potential dilution effect of the actual performance achieved,increased equity award grants.
Name and Position | Base Salary | Target Annual Incentive Opportunity (% of Salary) | Target Long-Term Incentive Opportunity (% of Salary) | ||||||||
C. Mark Hussey | $950,000 | 140% | 375% | ||||||||
J. Ronald Dail | $675,000 | 90% | 140% | ||||||||
John D. Kelly | $600,000 | 115% | 220% | ||||||||
Ernest W. Torain, Jr. | $450,000 | 75% | 125% |
2021 Cash Retention Award
DuringNEOs under the course of 2020, the Compensation Committee spent considerable time discussing the impact of the COVID-19 pandemic on the Company’s business, customers and personnel and the related impact of the pandemic on the Company’s short2024 annual and long-term compensationincentive programs. After thorough consideration, the Compensation Committee decided not to make any adjustments to the pre-established financial performance metrics, performance periods or any other elements of the outstanding long-term incentive plans in 2020. The decision was based principally on two factors. First, the Compensation Committee was extremely reluctant to change performance targets in the middle of a plan cycle since the Compensation Committee did not believe this to be a good practice and, despite the extraordinary circumstances presented by the pandemic, did not
exercise discretion to do so. Second, in light of the uncertainty created by the pandemic, the Compensation Committee did not believe it had enough insight into the potential future impact of the pandemic to establish meaningful and sustainable revised performance targets.
While the Compensation Committee did not adjust outstanding long-term incentive awards to address the very negative impact of the pandemic on multi-year performance cycles for the reasons discussed above, the Compensation Committee believed that the Company’s executive officers performed exceptionally in leading the Company during 2020 and that it was critical to implement a three-year retention program to ensure their continued leadership, specifically over the next few years as the challenges presented by the pandemic persist. As a result, in April 2021, the Compensation Committee approved retention awards to each2024 NEO through which each named executive officer is entitled to a cash payment so long as he remains continuously employed by Huron through the applicable vesting date. The total amount of the cash retention awards that could be earned are as follows: James H. Roth—$2,220,000; Mark Hussey—$1,290,000; John D. Kelly—$615,000; Ernest W. Torain—$240,000. One-third of such amount will be payable on each of March 1, 2022, March 1, 2023 and March 1, 2024 if the NEO remains continuously employed by Huron through such date. The Compensation Committee approved the payment of the awards in cash rather than equity, to align with our ongoing efforts to minimize dilution and manage our burn rate. These cash retention agreements were approved in response to extremely unique circumstances in 2021 stemming from the COVID-19 pandemic, and we do not intend to provide any cash-based retention awards to our NEOs in the future. Throughout 2021, we engaged with shareholders representing a significant percentage of our outstanding shares which included discussions of our NEO pay programs. During our outreach, we heard no concerns regarding our NEO pay programs, including the cash retention award.
2022 NEO Compensation Program
Pay Mix at Target
metrics.
For 2022, the Compensation Committee made the following compensation adjustments for Mr. Kelly and Mr. Torain in recognition of their individual performance and contributions as well as part of a multi-year strategy to position their pay closer to market median:
Mr. Kelly’s long-term incentive opportunity increased from 150% to 170%. 2022 will be Mr. Kelly’s sixth year in the role.
Mr. Torain’s base salary increased from $360,000 to $400,000 and his long-term incentive opportunity increased from 90% to 115%. 2022 will be Mr. Torain’s third year in the role.
Competitive Market Data
The Compensation Committee reviews external market data to inform its decisions about NEO target pay opportunities. When determining NEO pay for 2021, the Compensation Committee relied on two market data sets:
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In October 2020, the Compensation Committee approved two changes for the 2021 peer group:
Navigant Consulting Inc. was removed as it was acquired in October 2019 which resulted in a lack of public NEO pay data.
Allscripts Healthcare Solutions, Inc. was added because it met the screening criteria described below.
The 2021 peer group consisted of the following 13 companies:
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The peer companies represent business-to-business service providers in the Research and Consulting Services, Human Resource and Employment Services, Health Care Technology, Health Care Services, or IT Consulting and Other Services industry sectors with:
Revenues from 0.4x to 2.5x Huron’s revenues and
Market capitalization 0.1x to 5x Huron’s market capitalization.
Survey data represents companies with revenues between $500 million and $1 billion from the Radford Global Technology Survey.
Employment Agreements
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:
set salaries and annual and long-term incentive levels for the CEO and other named executive officers, so that the program is promoting shareholder value;
evaluate annually the performance of the CEO (in coordination with the full board) and review the CEO evaluations of the other named executive officers;
review and approve the design and competitiveness of our compensation plans, executive benefits and perquisites;
review and approve the total cash and stock bonus pools for the organization, and approve the individual incentive payout awards for the named executive officers;
review director compensation and make recommendations to the board;
review and approve goals used for the annual and long-term incentive plans;
retain or terminate, in its sole discretion, any independent compensation consultant used to assist the Compensation Committee;
review and evaluate compensation arrangements to assess whether they could encourage undue risk taking; and
create a Compensation Committee report on executive compensation for inclusion in the Proxy Statement.
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 2021, the Compensation Committee was comprised entirely of independent directors.
Role of Management
Our CEO works together with the 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, 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 board so that the bonus pool and Company profitability balances shareholder returns and retention of employees. Our CEO does not participate in the 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 Compensation 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. Pay Governance serves as the Compensation Committee’s independent advisor.
The Compensation Committee annually assesses whether the independent advisor’s work has raised any conflict of interest. The Compensation Committee has determined, based on its analysis of NASDAQ requirements, that the work of Pay Governance and the individual compensation advisors employed by Pay Governance as compensation consultants to the Company has not created any conflict of interest.
Health and Welfare Benefits
The
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executive officers. Until the relevant stock ownership target is achieved, executive officers and non-employee directors are required to retain a number of shares equal to at least 60% of the net after tax proceeds from the exercise of stock options or vesting of restricted stock and performance units. Only shares owned outright count towards ownership requirements. Unexercised stock options and unvested performance units or unvested restricted stock do not count. Each of our NEOs and non-employee directors are in compliance with the terms of our share ownership guidelines, except that, as of the date of this Proxy Statement, Mr. Roth is not in compliance with his ownership requirement as a result of the decrease in the price of our stock during 2021. We anticipate Mr. Roth will be back in compliance with his ownership guideline during 2022.
guidelines.
Position | Stock Ownership Guideline | ||||
CEO | 5x salary | ||||
COO and CFO | 2x salary | ||||
Other Executive Officers | 1x salary | ||||
Non-employee Directors | 5x the annual retainer |
Tax Considerations
Debra Zumwalt,
Hugh E. Sawyer
Ekta Singh-Bushell
Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Non Equity Incentive Plan Compensation ($) | Stock Awards ($)(2)(3)(4) | All Other Compensation ($)(5) | Total Compensation ($) | |||||||||||||||||||
C. Mark Hussey(6) President and Chief Executive Officer | 2023 | 919,792 | 430,000 | 1,676,563 | 2,642,725 | 37,323 | 5,706,403 | |||||||||||||||||||
2022 | 800,000 | 430,000 | 1,104,000 | 1,643,228 | 38,603 | 4,015,831 | ||||||||||||||||||||
2021 | 800,000 | — | 800,000 | 840,005 | 35,394 | 2,475,399 | ||||||||||||||||||||
J. Ronald Dail(7)(8)(9) Executive Vice President and Chief Operating Officer | 2023 | 650,000 | — | 964,316 | 812,465 | 26,923 | 2,453,704 | |||||||||||||||||||
2022 | 612,500 | — | 766,487 | 882,726 | 26,154 | 2,287,867 | ||||||||||||||||||||
John D. Kelly Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 572,917 | 205,000 | 833,750 | 1,322,087 | 29,956 | 2,963,710 | |||||||||||||||||||
2022 | 525,000 | 205,000 | 652,050 | 1,029,306 | 29,034 | 2,440,390 | ||||||||||||||||||||
2021 | 525,000 | — | 472,500 | 472,463 | 26,977 | 1,496,940 | ||||||||||||||||||||
Ernest W. Torain, Jr. Executive Vice President, General Counsel and Corporate Secretary | 2023 | 447,917 | 80,000 | 489,375 | 692,411 | 34,516 | 1,744,219 | |||||||||||||||||||
2022 | 398,333 | 80,000 | 276,000 | 516,327 | 33,486 | 1,304,146 | ||||||||||||||||||||
2021 | 360,000 | — | 180,000 | 194,414 | 31,024 | 765,438 |
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Non Equity Incentive Plan Compensation ($) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total Compensation ($) | ||||||||||||||||||||||||||||
James H. Roth | 2021 | 950,000 | — | 1,330,000 | 1,282,475 | 33,380 | 3,595,855 | ||||||||||||||||||||||||||||
Chief Executive Officer | 2020 | 947,917 | 394,478 | 470,022 | 2,137,486 | 41,543 | 3,991,446 | ||||||||||||||||||||||||||||
| 2019 | 900,000 | — | 1,285,614 | 2,024,994 | 32,954 | 4,243,562 | ||||||||||||||||||||||||||||
C. Mark Hussey | 2021 | 800,000 | — | 800,000 | 840,005 | 35,394 | 2,475,399 | ||||||||||||||||||||||||||||
President and | 2020 | 797,917 | 237,280 | 282,720 | 1,400,009 | 32,650 | 2,750,576 | ||||||||||||||||||||||||||||
Chief Operating Officer | 2019 | 750,000 | — | 973,950 | 1,312,515 | 31,575 | 3,068,040 | ||||||||||||||||||||||||||||
John D. Kelly | 2021 | 525,000 | — | 472,500 | 472,463 | 26,977 | 1,496,940 | ||||||||||||||||||||||||||||
Executive Vice President, | 2020 | 522,292 | 140,144 | 166,982 | 1,537,500 | 26,677 | 2,393,595 | ||||||||||||||||||||||||||||
Chief Financial Officer and Treasurer | 2019 | 457,500 | — | 418,149 | 690,001 | 25,473 | 1,591,123 | ||||||||||||||||||||||||||||
Ernest W. Torain, Jr.(5) | 2021 | 360,000 | — | 180,000 | 194,414 | 31,024 | 765,438 | ||||||||||||||||||||||||||||
Executive Vice President, General Counsel and Corporate Secretary | 2020 | 285,000 | 53,388 | 63,612 | 423,985 | 25,537 | 851,522 |
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to retain the NEOs continued leadership through the COVID-19 pandemic and in recognition of their exceptional performance during 2020.The final installment was paid in March 2024. (2)This column represents the aggregate |
(3)The stock awards granted in 2022 and 2023 include the full value awarded under the 2022 and 2023 long-term incentive programs and |
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2021 long-term incentive program. The 2021 long-term incentive program retains a three-year cumulative performance cycle, but sets annual goals for both Adjusted Diluted EPS and Revenue Growth. Upon the Compensation Committee's approval of the 2022 and 2023 annual goals for the 2021 long-term incentive program, one-third of the overall value awarded in 2021 was deemed granted in February 2022 and February 2023 pursuant to FASB ASC Topic 718.
Name | Executive Long- Term Disability ($)(1) | Executive $1MM ($)(2) | Company Provided 401(k) Match ($)(3) | Other Benefits and Perquisites | Total All Compensation ($) | ||||||||||||||||||||
James H. Roth | 6,777 | 4,433 | 17,400 | 4,770 | 33,380 | ||||||||||||||||||||
C. Mark Hussey | 7,101 | 5,648 | 17,400 | 5,245 | 35,394 | ||||||||||||||||||||
John D. Kelly | 3,749 | 1,058 | 17,400 | 4,770 | 26,977 | ||||||||||||||||||||
Ernest W. Torain, Jr. | 3,910 | 4,944 | 17,400 | 4,770 | 31,024 |
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CEO Pay Ratio
As required(6)Mr. Hussey served as president and chief operating officer through June 30, 2022, at which time he was succeeded by Section 953(b)Mr. Dail effective July 1, 2022. Mr. Hussey continued to serve as president through December 31, 2022, and effective January 1, 2023, began serving as president and chief executive officer.
Name | Executive Long-Term Disability Insurance ($)(1) | Executive $1MM Term Life Insurance ($)(2) | Company Provided 401(k) Match ($)(3) | Other Benefits and Perquisites ($)(4) | Total All Other Compensation ($) | |||||||||||||||
C. Mark Hussey | 7,101 | 4,087 | 19,800 | 6,335 | 37,323 | |||||||||||||||
J. Ronald Dail | 5,545 | 1,578 | 19,800 | — | 26,923 | |||||||||||||||
John D. Kelly | 4,353 | 1,033 | 19,800 | 4,770 | 29,956 | |||||||||||||||
Ernest W. Torain, Jr. | 7,136 | 2,726 | 19,800 | 4,854 | 34,516 |
For 2021,
The annual total compensation of our median employee, was $146,370.
Mr. Roth’s annual total compensation, as reflected in the Summary Compensation Table included in this Proxy Statement, was $3,595,855.
Based on this information, the ratio of the annual total compensation of Mr. Roth to the annual total compensation of our median employee is estimated to be 24.6 to 1.
The calculation of the 2021 CEO Pay Ratio used the same median employee as used in 2019 and 2020. As permitted by SEC rules, we used the same median employee that was identified in the preparation of our pay ratio in 2019 because there has been no change in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. In 2019, we identified the median employee by examining the 2019 total compensation for all individuals using the same methodology we use for our NEOs as set forth in the 2019 Summary Compensation Table, excluding our CEO, who were employed by us on December 31, 2019. We included all employees, whether employed on a full-time or part-time basis. We annualized the base compensation and bonus for all employees that were not employed by us for all of 2019 unless they were designated as temporary or seasonal positions.
In addition, in order to identify our median employee in 2019, we (i) utilized the exemption permitted under Item 402(u) of Regulation S-K to exclude a total of 140 employees from Canada, the United Kingdom, Singapore, and Switzerland (which, in the aggregate, comprised less than 5% of our total employee population as of December 31, 2019), resulting in a net employee population of 3,811 and (ii) adjusted non-U.S. employee pay applying foreign currency exchange rates as of December 31, 2019.
When identifying the median employee for the 2019 Proxy Statement, we included all forms of compensation, including one-time, special and retention awards to identify our median employee. This resulted in identifying a median employee with compensation substantially similar to that of our median employee in the prior year.
We calculated 2021 annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table.
2021 GRANTSOF PLAN-BASED AWARDS
The following table summarizes the grants of equity awards and annual cash incentive awards for 20212023 to each named executive officer.
Estimated Future Payouts Under Non Equity Incentive Plan Awards (1)(6) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Date of Compensation Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock (#)(3) | Full Grant Date Fair Value of Each Award ($)(4) | |||||||||||||||||||||||||||||||||||||||||||||
James H. Roth | 3/1/2021 | 2/18/2021 | — | — | — | 1,988 | 7,953 | 15,906 | — | 427,474 | |||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 | 2/18/2021 | — | — | — | — | — | — | 15,907 | 855,001 | ||||||||||||||||||||||||||||||||||||||||||||||
332,500 | 1,330,000 | 2,660,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
C. Mark Hussey | 3/1/2021 | 2/18/2021 | — | — | — | 1,302 | 5,209 | 10,418 | — | 279,984 | |||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 | 2/18/2021 | — | — | — | — | — | — | 10,419 | 560,021 | ||||||||||||||||||||||||||||||||||||||||||||||
200,000 | 800,000 | 1,600,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
John D. Kelly | 3/1/2021 | 2/18/2021 | — | — | — | 733 | 2,930 | 5,860 | — | 157,488 | |||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 | 2/18/2021 | — | — | — | — | — | — | 5,860 | 314,975 | ||||||||||||||||||||||||||||||||||||||||||||||
118,125 | 472,500 | 945,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Ernest W. Torain, Jr. | 3/1/2021 | 2/18/2021 | — | — | — | 302 | 1,206 | 2,412 | — | 64,823 | |||||||||||||||||||||||||||||||||||||||||||||
3/1/2021 | 2/18/2021 | — | — | — | — | — | — | 2,411 | 129,591 | ||||||||||||||||||||||||||||||||||||||||||||||
45,000 | 180,000 | 360,000 | — | — | — | — | — |
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(1)The target, threshold and maximum represent the range of cash award that could be earned under the 2023 NEO annual incentive program. There is no payout if a threshold level of performance is not achieved for all financial or strategic measures. The minimum amount that could be paid is 12.5% of target, calculated as threshold payout of 50% for the lowest weighted component. Maximum payout represents 200% of target. Based on the achievement of specific financial goals and strategic measures, the Compensation Committee determined that 145% of the target award was earned for 2023. (2)The February 23, 2023 grant of performance stock units (PSUs) represents the third component of the |
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2021 OUTSTANDING EQUITY AWARDSlong-term incentive award that is funded based on performance during the 2021-2023 performance cycle. The funding of this third component is based on 2023 annual performance against predefined financial measures of Adjusted Diluted EPS and Revenue Growth, as well as the performance against a cumulative three-year Revenue Growth measure. The minimum amount that could be earned is 11.25% of target, calculated as threshold payout of 25% on only one of the annual financial measures multiplied by the threshold multiplier of 0.9x for threshold performance on the three-year Revenue Growth measure. Maximum payout represents 220% of target, calculated as maximum payout of 200% on all financial measures multiplied by the maximum multiplier of 1.1x for maximum payout on the three-year Revenue Growth measure.
FISCAL YEAR-END
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Vested (#) | Market Value of Shares or Stock that | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Yet Vested ($) | |||||||||||||||||||||||||||||||||||||||||
James H. Roth | 3/1/2012 | 4,661 | — | 38.18 | 3/1/2022 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2013 | 24,054 | — | 39.19 | 3/1/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/1/2019 | — | — | — | — | 4,225 | (1) | 210,828 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2019 | — | — | — | — | — | — | 29,574 | (2) | 1,475,743 | |||||||||||||||||||||||||||||||||||||||||
3/1/2020 | — | — | — | — | 7,204 | (1) | 359,480 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2020 | — | — | — | — | — | — | 25,215 | (3) | 1,258,229 | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 15,907 | (1) | 793,759 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | — | — | 7,953 | (4) | 396,855 | |||||||||||||||||||||||||||||||||||||||||
C. Mark Hussey | 3/1/2012 | 6,144 | — | 38.18 | 3/1/2022 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2013 | 7,731 | — | 39.19 | 3/1/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/1/2019 | — | — | — | — | 2,739 | (1) | 136,676 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2019 | — | — | — | — | — | — | 19,169 | (2) | 956,533 | |||||||||||||||||||||||||||||||||||||||||
3/1/2020 | — | — | — | — | 4,719 | (1) | 235,478 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2020 | — | — | — | — | — | — | 16,515 | (3) | 824,099 | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 10,419 | (1) | 519,908 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | — | — | 5,209 | (4) | 259,929 | |||||||||||||||||||||||||||||||||||||||||
John D. Kelly | 3/1/2019 | — | — | — | — | 1,440 | (1) | 71,856 | — | — | ||||||||||||||||||||||||||||||||||||||||
3/1/2019 | — | — | — | — | — | — | 10,077 | (2) | 502,842 | |||||||||||||||||||||||||||||||||||||||||
3/1/2020 | — | — | — | — | 2,654 | (1) | 132,435 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2020 | — | — | — | — | 12,639 | (5) | 630,686 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2020 | — | — | — | — | — | — | 9,290 | (3) | 463,571 | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 5,860 | (1) | 292,414 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | — | — | 2,930 | (4) | 146,207 | |||||||||||||||||||||||||||||||||||||||||
Ernest W. Torain, Jr. | 4/1/2020 | — | — | — | — | 1,492 | (1) | 74,451 | — | — | ||||||||||||||||||||||||||||||||||||||||
4/1/2020 | — | — | — | — | 1,534 | (1) | 76,547 | — | — | |||||||||||||||||||||||||||||||||||||||||
4/1/2020 | — | — | — | — | — | — | 5,220 | (3) | 260,478 | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 2,411 | (1) | 120,309 | — | — | |||||||||||||||||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | — | — | 1,206 | (4) | 60,179 |
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Vested (#) | Market Value of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Yet Vested ($) |
| — | — | — | — | 3,474 (1) | 357,127 | — | — |
| — | — | — | 30,318 (3) | 3,116,723 | — | — |
| — | — | — | 5,807 (2) | 596,960 | — | — |
| — | — | — | — | — | 40,648 (4) | 4,178,614 | ||||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | 7,657 (2) | 787,140 | — | — | |||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | — | — | 17,867 (5) | 1,836,728 | |||||||||||||||||||||||||||
J. Ronald Dail | 3/1/2020 | — | — | — | — | 1,608 (6) | 165,302 | — | — | ||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 1,654 (6) | 170,031 | — | — | |||||||||||||||||||||||||||
3/1/2022 | — | — | — | — | 3,971 (6) | 408,219 | — | — | |||||||||||||||||||||||||||
3/1/2022 | — | — | — | — | 2,593 (7) | 266,560 | — | — | |||||||||||||||||||||||||||
3/1/2022 | 1,226 (7) | 2,451 (7) | 48.22 | 3/1/2029 | — | — | — | — | |||||||||||||||||||||||||||
7/1/2022 | — | — | — | — | 1,233 (2) | 126,752 | — | — | |||||||||||||||||||||||||||
7/1/2022 | — | — | — | — | — | — | 15,332 (4) | 1,576,130 | |||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | 1,576 (6) | 162,013 | — | — | |||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | 2,989 (2) | 307,269 | — | — | |||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | — | — | 6,975 (5) | 717,030 | |||||||||||||||||||||||||||
John D. Kelly | 3/1/2020 | — | — | — | — | 12,639 (8) | 1,299,289 | — | — | ||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 1,954 (1) | 200,871 | — | — | |||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 17,055 (3) | 1,753,207 | — | — | |||||||||||||||||||||||||||
3/1/2022 | — | — | — | — | 3,703 (2) | 380,668 | — | — | |||||||||||||||||||||||||||
3/1/2022 | — | — | — | — | — | — | 25,912 (4) | 2,663,754 | |||||||||||||||||||||||||||
3/1/2023 | 3,702 (2) | 380,566 | — | — | |||||||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | — | — | 8,638 (5) | 887,986 | |||||||||||||||||||||||||||
Ernest W. Torain, Jr. | 3/1/2021 | — | — | — | — | 804 (1) | 82,651 | — | — | ||||||||||||||||||||||||||
3/1/2021 | — | — | — | — | 7,017 (3) | 721,346 | — | — | |||||||||||||||||||||||||||
3/1/2022 | — | — | — | — | 1,909 (2) | 196,245 | — | — | |||||||||||||||||||||||||||
3/1/2022 | — | — | — | — | — | — | 13,356 (4) | 1,372,997 | |||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | 2,070 (2) | 212,796 | — | — | |||||||||||||||||||||||||||
3/1/2023 | — | — | — | — | — | — | 4,829 (5) | 496,421 |
(1)Consists of unvested restricted stock awards as of December 31, 2023 that vests 33% annually over three years from the date of grant provided the individual is still employed by Huron on the applicable vesting date or is eligible for retirement under the Company's equity incentive plan.
STOCK VESTED
Option Exercises | Stock Awards | ||||||||||||||||||||||||
Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | |||||||||||||||||||||
James H. Roth | 21,631 | 348,071 | 70,176 | 3,571,958 | |||||||||||||||||||||
C. Mark Hussey | 1,772 | 40,100 | 43,419 | 2,201,933 | |||||||||||||||||||||
John D. Kelly | — | — | 13,963 | 710,717 | |||||||||||||||||||||
Ernest W. Torain, Jr. | — | — | 1,512 | 76,175 |
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Option Exercises | Stock Awards | |||||||||||||||||||
Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||||||
C. Mark Hussey | — | — | 11,874 | 833,436 | ||||||||||||||||
J. Ronald Dail | — | — | 6,816 | 478,415 | ||||||||||||||||
John D. Kelly | — | — | 6,895 | 483,960 | ||||||||||||||||
Ernest W. Torain, Jr. | — | — | 4,262 | 314,552 |
Name | Executive Contributions | Company Contributions in 2021 ($) | Aggregate Earnings/ | Aggregate Withdrawals/ Distributions in 2021 ($) | Aggregate Balance as of 12/31/21 ($) | ||||||||||||||||||||
James H. Roth | — | — | 346,076 | — | 4,036,073 | ||||||||||||||||||||
C. Mark Hussey | — | — | 324,985 | — | 1,837,422 | ||||||||||||||||||||
John D. Kelly | — | — | — | — | — | ||||||||||||||||||||
Ernest W. Torain, Jr. | — | — | — | — | — |
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2023.
Name | Executive Contributions in 2023 ($)(1) | Company Contributions in 2023 ($) | Aggregate Earnings/Losses in 2023 ($) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance as of 12/31/23 ($) | |||||||||||||||
C. Mark Hussey | — | — | 220,165 | — | 1,752,287 | |||||||||||||||
J. Ronald Dail | — | — | — | — | — | |||||||||||||||
John D. Kelly | — | — | — | — | — | |||||||||||||||
Ernest W. Torain, Jr. | — | — | — | — | — |
Event | Restricted Stock and Options | 2023 Performance Stock Units | ||||||||
Normal Vesting | 33% annual vesting over 3 | 100% of the earned PSUs vest in Q1 of the year following the end of the three year | ||||||||
Voluntary Termination | Forfeit. | Forfeit. | ||||||||
Termination for | Forfeit. | Forfeit. | ||||||||
Approved Retirement (comply with non-compete provisions) | Subject to non-compete, vesting continues per normal course post-retirement. | Earned based on actual performance and will vest pro rata on March 1 of the year following the three year | ||||||||
Death or Disability | Full acceleration. | Earned based on actual performance and will vest pro rata on March 1 of the year following the three year |
performance period. | ||||||||
Involuntary/Good Reason Termination | Forfeit. | Earned based on actual performance and will vest pro rata on March 1 of the year following the three year |
Event | Restricted Stock and Options | 2021, 2022 and 2023 Performance | ||||||||
Change of Control ("COC"), No Termination | No impact, assumed by acquirer. | If assumed by acquirer and converts shares into right to receive equivalent value shares in new entity then vesting continues per normal course.
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Involuntary/Good Reason Termination Post-COC | Full acceleration. | Shares shall immediately fully vest |
The treatment of unvested equity awards granted to Mr. Hussey in the event of termination did not change with the execution of his senior management agreement as a chief executive officer, which was effective January 1, 2023. The terms and conditions of each equity award are subject to the terms of the applicable equity inventive plan of the Company and the equity awards' grant agreements.
Mr. Roth,
Control"
•there is a consummation of a merger or consolidation with any person unless (a) the voting securities of the Company outstanding immediately prior to the transaction continue to represent at least 50% of the combined voting power of the securities of the Company or such other surviving entity; (b) the merger is a recapitalization in which no person other than existing security holders becomes a beneficial owner representing 50% or more of the Company’s then outstanding securities; or (c) the merger does not represent a sale of all or substantially all of the Company’s assets;
•the stockholders approve a plan of complete liquidation or dissolution; or
•there is a disposition or sale of all or substantially all of the Company’s assets other than a sale or disposition in which at least 50% of the combined voting power of the voting securities are owned by shareholdersstockholders of Huron.
"Good Reason"“Good Reason”“Good Reason”"Good Reason" is defined under all of the Senior Management Agreementssenior management agreements to mean a resignation following: (i) a change in primary location of employment to a location that is more than 50 miles from Chicago, Illinois; (ii) a failure to comply with any material term of the agreement by the Company or (iii)Company; (ii) a material reduction in base salary or benefits coverage, provided that such reduction is without his or her consent, is not warranted by the Company’s financial condition, and is not a change that applies uniformly to similarly situated Company executives.executives; or in the case of the senior management agreements for Mr. Hussey, Mr. Kelly and Mr. Torain (iii) a change in primary location of employment to a location that is more than 50 miles from Chicago, Illinois. The senior management agreements provide the Company the right to cure prior to a senior executive’s resignation for Good Reason.“Good Reason”"Good Reason" in Relation to a Change of ControlMr. Roth, Mr. Hussey, Mr. Kelly and Mr. Torain’s Senior Management Agreements,the executive's senior management agreements, a Change of Control Good Reason occurs if certain adverse changes occur in anticipation of, or within twenty-four24 months following, a Change of Control including:(a)any material breach of the Senior Management Agreement by the Company,(b)any material adverse change in the executive’s status, responsibilities or position with the Company,(c)any material reduction in his base salary or target bonus, other than in connection with an across-the-board reduction in base salaries applicable in like proportions to all similarly situated executives of the Company and any direct or indirect parent of the Company,(d)assignment of duties to the executive that are materially inconsistent with his position and responsibilities described in the Senior Management Agreement, including, specifically, assignment of a position other than as Chief Executive Officer of the surviving Company in the case of Mr. Roth, or
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(a)any material breach of the senior management agreement by the Company;
Executive | Severance Benefits | |||||
| An amount in cash equal to two times the sum of his then current annual base salary and his then current target bonus; pro rata bonus in the year of termination based on actual results; 24 months’ continuation of medical insurance; and pro rata vesting of performance stock units that would otherwise have been earned in the performance period. Severance amounts are payable in a lump sum. | |||||
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| An amount in cash equal to the sum of his then current annual base salary and his then current target bonus; pro rata bonus in the year of termination based on actual results; 12 months’ continuation of medical insurance; and pro rata vesting of performance stock units that would otherwise have been earned in the performance period. Severance amounts are payable in a lump sum. |
An amount in cash equal to the sum of his then current annual base salary and his then current target bonus; pro rata bonus in the year of termination based on actual results; 12 months’ continuation of medical insurance; and pro rata vesting of performance stock units that would otherwise have been earned in the performance period. Severance amounts are payable in a lump sum. | ||||||
Ernest W. Torain, Jr. | An amount in cash equal to the sum of his then current annual base salary and his then current target bonus; pro rata bonus in the year of termination based on actual results; 12 months’ continuation of medical insurance; and pro rata vesting of performance stock units that would otherwise have been earned in the performance period. Severance amounts are payable in a lump sum. |
In
If
senior management agreement.
The following severance benefits are payable to each of our named executive officers upon termination without Cause or resignation for Good Reason, in the case of a Change of Control, as of December 31, 2021:
Executive | Severance Benefits | |||||
| An amount in cash equal to two and one-half times the sum of his then current annual base salary and his then current target | |||||
| An amount in cash equal to | |||||
John D. Kelly | An amount in cash equal to one and one-half times the sum of his then current annual base salary and his then current target | |||||
Ernest W. Torain, Jr. | An amount in cash equal to one and one-half times the sum of his then current annual base salary and his then current target |
POTENTIAL PAYMENTSUPON TERMINATIONOR CHANGEOF CONTROL
The following table and summary set forth potential payments we would be required to make to our named executive officers upon termination of employment or change of control. The table assumes termination of employment on December 31, 20212023 and uses a share price of $49.90,$102.80, the closing price of our stock on December 29, 2023, the last trading day of the fiscal year.
Name | Benefit | Voluntary Termination/ Retirement ($) | Termination without Cause or resignation for Good Reason ($) | Permanent Disability or Death ($) | Involuntary Termination Following Change of Control ($) | |||||||||||||||
C. Mark Hussey | Salary | — | 1,850,000 | — | 2,312,500 | |||||||||||||||
Bonus | — | 2,312,500 | — | 2,890,625 | ||||||||||||||||
Pro rata annual bonus (1) | — | — | 1,156,250 | 1,676,563 | ||||||||||||||||
Pro rata retention bonus (2) | — | 358,190 | 358,190 | 358,190 | ||||||||||||||||
Equity acceleration (3) | — | — | 1,741,226 | 1,741,226 | ||||||||||||||||
Benefits continuation | — | 27,608 | 6,902 | 27,608 | ||||||||||||||||
Cutback (4) | — | — | — | -3,479,039 | ||||||||||||||||
Total Value | — | 4,548,298 | 3,262,568 | 5,527,673 | ||||||||||||||||
J. Ronald Dail | Salary | — | 650,000 | — | 975,000 | |||||||||||||||
Bonus | — | 585,000 | — | 877,500 | ||||||||||||||||
Pro rata annual bonus (1) | — | 935,006 | 585,000 | 935,006 | ||||||||||||||||
Equity acceleration (3) | — | — | 1,339,587 | 1,339,587 | ||||||||||||||||
Benefits continuation | — | 17,975 | 8,988 | 26,963 | ||||||||||||||||
Cutback (4) | — | — | — | -191,208 | ||||||||||||||||
Total Value | — | 2,187,981 | 1,933,575 | 3,962,848 | ||||||||||||||||
John D. Kelly | Salary | — | 575,000 | — | 862,500 | |||||||||||||||
Bonus | — | 575,000 | — | 862,500 | ||||||||||||||||
Pro rata annual bonus (1) | — | 833,750 | 575,000 | 833,750 | ||||||||||||||||
Pro rata retention bonus (2) | — | 170,765 | 170,765 | 170,765 | ||||||||||||||||
Equity acceleration (3) | — | — | 2,261,394 | 2,261,394 | ||||||||||||||||
Benefits continuation | — | 20,225 | 10,113 | 30,338 | ||||||||||||||||
Cutback (4) | — | — | — | -1,436,170 | ||||||||||||||||
Total Value | — | 2,174,740 | 3,017,272 | 3,585,077 |
Ernest W. Torain, Jr. | Salary | — | 450,000 | — | 675,000 | |||||||||||||||
Bonus | — | 337,500 | — | 506,250 | ||||||||||||||||
Pro rata annual bonus (1) | — | 489,375 | 337,500 | 489,375 | ||||||||||||||||
Pro rata retention bonus (2) | — | 66,640 | 66,640 | 66,640 | ||||||||||||||||
Equity acceleration (3) | — | — | 491,692 | 491,692 | ||||||||||||||||
Benefits continuation | — | 20,225 | 10,113 | 30,338 | ||||||||||||||||
Cutback (4) | — | — | — | -954,904 | ||||||||||||||||
Total Value | — | 1,363,740 | 905,945 | 1,304,391 |
Name | Benefit | Voluntary Termination/ Retirement ($) | Termination without Cause or resignation for Good Reason ($) | Permanent Disability or Death ($) | Involuntary Termination Following Change of Control ($) | |||||||||||||||||
James H. Roth | Salary | — | 1,900,000 | — | 2,375,000 | |||||||||||||||||
Bonus | — | 2,660,000 | — | 3,325,000 | ||||||||||||||||||
Pro rata annual bonus (1) | — | — | 1,330,000 | 1,330,000 | ||||||||||||||||||
Pro rata retention bonus (2) | — | 616,420 | 616,420 | 616,420 | ||||||||||||||||||
Equity acceleration (3) | — | — | 1,364,066 | 3,814,505 | ||||||||||||||||||
Benefits continuation | — | 33,818 | 8,890 | 42,273 | ||||||||||||||||||
Cutback (4) | — | — | — | — | ||||||||||||||||||
Total Value | — | 5,210,238 | 3,319,376 | 11,503,198 | ||||||||||||||||||
C. Mark Hussey | Salary | — | 1,200,000 | — | 1,600,000 | |||||||||||||||||
Bonus | — | 1,200,000 | — | 1,600,000 | ||||||||||||||||||
Pro rata bonus (1) | — | 800,000 | 800,000 | 800,000 | ||||||||||||||||||
Pro rata retention bonus (2) | — | 358,190 | 358,190 | 358,190 | ||||||||||||||||||
�� | Equity acceleration (3) | — | — | 892,012 | 2,494,283 | |||||||||||||||||
Benefits continuation | — | 25,364 | 8,890 | 33,818 | ||||||||||||||||||
Cutback (4) | — | — | — | — | ||||||||||||||||||
Total Value | — | 3,583,554 | 2,059,092 | 6,886,291 | ||||||||||||||||||
John D. Kelly | Salary | — | 525,000 | — | 787,500 | |||||||||||||||||
Bonus | — | 472,500 | — | 708,750 | ||||||||||||||||||
Pro rata bonus (1) | — | 472,500 | 472,500 | 472,500 | ||||||||||||||||||
Pro rata retention bonus (2) | — | 170,765 | 170,765 | 170,765 | ||||||||||||||||||
Equity acceleration (3) | — | — | 1,127,391 | 2,019,193 | ||||||||||||||||||
Benefits continuation | — | 16,316 | 8,594 | 24,474 | ||||||||||||||||||
Cutback (4) | — | — | — | (687,048 | ) | |||||||||||||||||
Total Value | — | 1,657,081 | 1,779,250 | 3,496,134 | ||||||||||||||||||
Ernest W. Torain, Jr. | Salary | — | 360,000 | — | 540,000 | |||||||||||||||||
Bonus | — | 180,000 | — | 270,000 | ||||||||||||||||||
Pro rata bonus (1) | — | 180,000 | 180,000 | 180,000 | ||||||||||||||||||
Pro rata retention bonus (2) | — | 66,640 | 66,640 | 66,640 | ||||||||||||||||||
Equity acceleration (3) | — | — | 271,256 | 652,043 | ||||||||||||||||||
Benefits continuation | — | 16,909 | 8,890 | 33,818 | ||||||||||||||||||
Cutback (4) | — | — | — | -81,379 | ||||||||||||||||||
Total Value | — | 803,549 | 526,786 | 1,661,122 |
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COMPENSATION COMMITTEE INTERLOCKS(3)The acceleration of equity varies by grant and type of termination as outlined in the preceding sections. The value shown is equal to the number of accelerated shares times the closing price on the last day of the fiscal year. These amounts do not include the value of stock that continues to vest per the original schedule post termination, including:
Value of Initial Fixed $100 Investment Based On: | |||||||||||||||||||||||||||||
Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | Net Income ($'000s) | Revenues ($'000s) | |||||||||||||||||||||
2023 | 5,706,403 | 10,225,755 | 2,387,211 | 4,398,093 | 150 | 126 | 62,479 | 1,362,060 | |||||||||||||||||||||
2022 | 6,066,630 | 8,811,255 | 2,637,060 | 3,593,717 | 106 | 122 | 75,552 | 1,132,455 | |||||||||||||||||||||
2021 | 3,595,855 | 1,428,917 | 1,579,259 | 709,973 | 73 | 124 | 62,987 | 905,640 | |||||||||||||||||||||
2020 | 3,991,446 | 1,314,867 | 1,691,684 | 1,003,158 | 86 | 94 | (23,840) | 844,127 |
Components of PEO Equity Compensation Included in CAP | Components of non-PEO NEO Equity Compensation Included in CAP | |||||||||||||||||||||||||||||||
($) | Fair Value of Equity Awards Granted in Current Year | Change in Fair Value of Unvested Equity Awards Granted in a Prior Year | Change in Fair Value of Equity Awards Vested in Current Year | Total Fair Value of Equity Awards included in CAP | Fair Value of Equity Awards Granted in Current Year | Change in Fair Value of Unvested Equity Awards Granted in a Prior Year | Change in Fair Value of Equity Awards Vested in Current Year | Total Fair Value of Equity Awards included in CAP | ||||||||||||||||||||||||
PSU | 2,875,768 | 3,247,489 | (7,552) | 6,115,705 | 975,429 | 1,311,638 | (3,253) | 2,283,814 | ||||||||||||||||||||||||
PSO | — | — | — | — | — | 65,231 | 8,292 | 73,523 | ||||||||||||||||||||||||
Restricted Stock | 787,140 | 280,286 | (21,054) | 1,046,372 | 354,215 | 296,715 | (6,048) | 644,882 | ||||||||||||||||||||||||
Total | 3,662,908 | 3,527,775 | (28,606) | 7,162,077 | 1,329,644 | 1,673,584 | (1,009) | 3,002,219 |
INSIDER PARTICIPATION
RELATED TRANSACTIONS
5
2024.
NON-AUDIT FEES
2021 | 2020 | |||||||||||
(in thousands) | ||||||||||||
Audit Fees | $ | 1,831 | $ | 1,627 | ||||||||
Audit-Related Fees | $ | 10 | $ | 10 | ||||||||
Tax Fees | $ | 297 | $ | 261 | ||||||||
All Other Fees | $ | 3 | $ | 318 | ||||||||
Total | $ | 2,141 | $ | 2,216 |
2023 | 2022 | |||||||||||||
(in thousands) | ||||||||||||||
Audit Fees | $1,695 | $1,675 | ||||||||||||
Audit-Related Fees | $10 | $20 | ||||||||||||
Tax Fees | $274 | $268 | ||||||||||||
All Other Fees | $11 | $10 | ||||||||||||
Total | $1,990 | $1,973 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT COMMITTEE
2023.
•Discussed with Huron’s internal auditors their continuing work in support of examination of internal controls and financial compliance controls.
•Reviewed and discussed with management and PwC the audited financial statements and the quarterly financial statements for the year ended December 31, 2021.2023. Management has the primary responsibility for such financial statements.
•Discussed with PwC the matters requiring discussion under current auditing standards.
•Received the written disclosures and the letter from PwC in accordance with the applicable requirements of the Public Company Accounting Oversight boardBoard regarding PwC’s communications with the Audit Committee concerning independence.
By Order of the Board of Directors | ||||||||
Ernest W. Torain, Jr. | ||||||||
Executive Vice President, General Counsel and Corporate Secretary |
Chicago, Illinois
March 25, 2022
Chicago, Illinois March 22, 2024 | ||||||||
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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Important Notice Regarding
Meeting of Stockholders that occurs in 2024, provided that it is approved by the Company's stockholders on that date (the "Amendment Date"). Any capitalized terms used and not defined herein shall have the meaning set forth in the Plan.
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