Chicago, IL 60607

3, 2024

Annual Meeting.

Shareholders

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,

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.

NOMINEES

						John McCartney C. Mark Hussey Director since October 2004 Non-executive Chairman of the Board (May 2010) Nominating and Corporate Governance Committee (Chair) Audit Committee (Member)

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.

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.

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

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.

DIRECTOR INDEPENDENCE

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

www.huronconsultinggroup.com.

Zumwalt.

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

DIRECTOR RESIGNATION POLICY

Ms. Singh-Bushell.

DIVERSITY

COMPENSATIONexperiences.

The

(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.

DIRECTOR COMPENSATION TABLE

EXECUTIVE OFFICERS

Name			Fees Earned or Paid in Cash ($)(6)			Stock  Awards ($)(1)			Total ($)
Joy T. Brown(2)			102,000			170,024			272,024
H. Eugene Lockhart(3)			119,750			170,024			289,774
Peter K. Markell(4)			107,750			170,024			277,774
John McCartney(3)(5)			247,500			170,024			417,524
Hugh E. Sawyer(3)			113,500			170,024			283,524
Ekta Singh-Bushell(3)			116,000			170,024			286,024
Debra Zumwalt(3)			111,000			170,024			281,024

James H. Roth’s

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.

DELINQUENT SECTIONthe board of directors.

STOCK OWNERSHIPCompany's Vice Chair, Client Services.

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.

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.

To further our long-standing commitment to diversity, equity and inclusion, in 2021, Huron’s chief executive officer signed the CEO Action for Diversity & Inclusion^TM 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.

Welocal food banks, relief agencies, programs aimed at empowering at-risk youth, and educational institutions.

tutored, coached and mentored more than 1,200 youth.

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.

STOCKHOLDER COMMUNICATIONS POLICY

Impact of 2021 Results on NEO Compensation

Our compensation philosophy and incentive plan design strive to incentivize management by aligning their interests with those of our shareholders. In early 2021, the Compensation Committee took a holistic view of the impact of the COVID-19 pandemic on our business as well as NEO compensation and approved the 2021 NEO compensation program with limited changes, as described in more detail below, and with rigorous financial and operating goals for the incentive programs. 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 Compensation Committee assessed overall Company is well-positioned to achieve consistent margin expansion, as well as strong annual adjusted diluted earnings per share growth. We are committed to operating income margin expansion by growing the areas of the business that provide the most attractive returns, improving the operational efficiency of our delivery for clients, and scaling our selling, general, and administrative expenses as we grow. •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 individual contributions, and the preservation of shareholder value when determining actual payout results for 2021. The 2021 program design aligned NEO interests with those of the shareholders by maintaining a significant portion of NEO compensation as performance-based and at-risk. The chart below illustrates the 2021 target mix of pay for the NEOs.

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.