HEIDRICK & STRUGGLES

Letter to Stockholders

April 14, 202312, 2024

Dear Fellow Stockholders,

2022As I begin my tenure as CEO, I am proud to be joining such an accomplished team at this exciting time in the company’s history. As a former Heidrick & Struggles client, I have a deep appreciation for the exceptional value we offer and the enormous opportunities that lie ahead.

2023 was another excellentan outstanding year for Heidrick & Struggles. We successfully delivered forhelped our clients discover and managedenable the visionary and transformative leadership they urgently needed during a time of almost unprecedented global and economic change. Our strong financial results reflect our business through heightened geo-political threats, global economic uncertaintysuccess in doing that.

Even with our solid performance, I believe the opportunity in front of us is vast. The challenges facing companies today – an AI-driven revolution in work, deepening divisions at work and in societies, and a complex geopolitical landscape, to name just a few – demand that organizations have the turn out ofright leadership, armed with the pandemic. Againstright tools, to thrive and grow. We are building a company that meets this challenging backdrop, we continued to lead from the front guided byurgent need.

Three principles drive our purpose – to help our clients change the world, one leadership team at a time.

We surpassed $1 billion in annual net revenue for a second consecutive year, and we maintained our focus on delivering strong growth and profitability, while investing strategically in developing new digital assets and enhancing our existing offerings and capabilities. We also further solidified our position as a leader in providing compelling, differentiated solutions to our clients, and we advanced our diversification strategy and objective of achieving a more balanced revenue profile between our search and non-search businesses. Critically, we made significant progress on our firm’s broader transformation. We have been doing this by focusing on two primary areas – Talent Acquisition and Effectiveness of Leaders, Teams and Organizations.

Under Talent Acquisition, we have our Executive Search and On-Demand Talent businesses.strategy:

Under Effectiveness of Leaders, Teams and Organizations, we have Heidrick Consulting and our Digital Assets.

In additionOur purpose is to focusing on our financial, operationalpartner with clients to create unrivaled economic value for their organizations and strategic business objectives, we continuedcommunities. The evidence is very clear that great leaders, empowered with solutions to advance on our ESG (Environmental, Sociallift the performance of their teams and Governance) journey and published our second ESG report. Our ESG clientthemselves, are the most important way to make that happen. We are hard at work grew and expandedcreating more value for more clients in scope,more ways – and we maintained our focus on incorporating best practices around sustainability, governance, leadership, culture, diversity, equity and inclusion across our firm.

We are continuing to transform and build for the future with an expanded range of premium, data-driven talent and human capital solutions. In today’s fast-changing world, our aim is to provide a new generation of business services solutions and digital products that enable companies to achieve higher performance through their leaders and teams. Looking ahead, while 2023 will be challenging, we know that leadership, retention, culture and other talent and human capital related themes are critical priorities – now more than ever – with CEOs and executives as they focus on navigating the tight talent market and what the future of leadership, jobs and work will look like for their organizations.

HEIDRICK & STRUGGLES

Notice of 20232024 Annual

Meeting of Stockholders

of Heidrick & Struggles International, Inc.

PROXY STATEMENT 20232024

We are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (the “Board”) of Heidrick & Struggles International, Inc. (“Heidrick & Struggles,” “Heidrick,” the “firm” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders to be held on May 25, 202323, 2024 (the “Annual Meeting”), or any adjournment or postponement thereof. The Annual Meeting will be held entirely online at www.virtualshareholdermeeting. com/HSII2023www.virtualshareholdermeeting.com/HSII2024. We began distributing these proxy materials to our stockholders on or about April 19, 2023.12, 2024.

This proxy statement contains forward-looking statements within the meaning of the federal securities laws, including statements relating to our environmental stewardship, social responsibility and governance (“ESG”) related goals and expectations. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” “aims,” and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2022,2023, under the heading “Risk Factors” in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this proxy statement speak only as of the date of this proxy statement. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more complete information regarding the Company’s 20222023 performance, please review the Company’s Form 10-K for the year ended December 31, 2022.2023.

Information set forth on our website, including our ESG Report (as defined below), shall not be deemed to be incorporated herein.

HEIDRICK & STRUGGLES

Proxy Statement Summary

2022CEO Succession

On January 23, 2024, we announced that President and CEO Krishnan Rajagopalan planned to retire after more than 23 years with the Company. Mr. Rajagopalan stepped down as President and CEO and from the Board, effective March 4, 2024, and retired as an employee the Company on April 1, 2024, after which he has continued to serve as an advisor, working closely with clients around the world. Following a planned succession process, the Board appointed Thomas L. Monahan III to succeed Mr. Rajagopalan as CEO and a member of the Board, effective March 4, 2024. The Company also appointed Tom Murray, the Company’s Global Managing Partner of Executive Search, Regions, as the Company’s President, reporting to Mr. Monahan, effective March 4, 2024.

A discussion of the terms of Mr. Rajagopalan’s retirement is included in the Compensation Discussion and Analysis (“CD&A”) under the section “CEO Succession Process,” beginning on page 48. Messrs. Monahan and Murray’s employment agreements and compensation packages are discussed in the CD&A under the section “Offer Letter Agreements in Connection with CEO Succession”, beginning on page 68. The hiring of Mr. Monahan as CEO, as well as the promotion of Mr. Murray to President, represent the culmination of our Board’s active engagement in a planned, long-term, multi-year succession process.

2023 Business Highlights

We are pleased with the financial, operational, and strategic progress achieved during fiscal 2022.2023. The year was highlighted by our dedicated efforts to further solidify Heidrick as a leader in providing diversified solutions to our clients while advancing our strategy, with a goal to achieve a more balanced revenue profile between our search and non-search businesses.businesses, while maintaining adjusted EBITDA margin discipline. During the year, we expanded our core Executive Search business and its geographic presence;continued to deliver strong profitability; our On-Demand Talent business continued to grow; our Heidrick Consulting business improved operations and efficiencies; and we began beta testing asigned up our first SaaS customers for our new digital product, Heidrick Navigator, which is receivingcontinued to receive positive feedback from initial client usage. Additionally, we expect our acquisition of Atreus Group GmbH (completed in February 2023), a leading provider of executive interim management in Germany, will meaningfully add to our On-Demand Talent segment.

Heidrick ended 20222023 with:

Our strong top- and bottom-line results are a testament to our ongoing efforts to further diversify our business, as we continue to make investments for the long-term in digital product innovation and aim to set the stage for prolonged, profitable growth.

2022 Environmental Stewardship, Social Responsibility and Governance

(“ESG”) Highlights

Even as we achieved some of our best financial results in our history, in 2022 we also made important strides in ESG. We published our second ESG report, which provides an in-depth look into our ESG initiatives, outlines our expanded commitment to reduce our carbon footprint and continue substantially offsetting our carbon impact, and highlights our ongoing efforts internally and with our clients globally to build more effective and representative organizations. We are proud to share the progress we have been making on our ESG initiatives through the work and investments we have undertaken to lessen our impact on the environment, advance diversity and inclusion and innovate across our business to drive an increasingly sustainable business model for the future. At Heidrick & Struggles, we hold ourselves to the highest standards, and as a premier provider of leadership advisory services, people are at the center of all we do. Using our culture as a differentiator to attract, develop and retain the highest-performing talent and build a more diverse and inclusive firm is a strategic priority.

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

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Some highlights2023 Environmental, Social and Corporate Governance Highlights

Heidrick accomplished many of its ESG objectives in 2023. We published our third ESG report which covered activities that took place during the fiscal year 2022. The ESG report outlines how we address our environmental and social impact, our governance structures and how we integrate ESG considerations across our business lines. Highlights from our 2022 ESG efforts include:2023 included:

People highlights from 2023 include³:

As we continue to make strides internally to advance our efforts in ESG matters, we also provide talent and human capital solutions that support our clients on their ESG journeys. Key 2023 updates include⁶:

20222023 Compensation Highlights

HEIDRICK & STRUGGLES

20222023 Compensation Best Practices

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Key Elements of 20222023 Executive Compensation Program

20222023 Corporate Governance Highlights

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

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20232024 Director Nominees Highlights

PROXY STATEMENT 20232024

Proposals Submitted to

Vote at the Annual Meeting and Voting Recommendations

We will also conduct any other business as may properly come before the Annual Meeting and any adjournments or postponements of that meeting. The proxy holders will use their discretion to vote on other matters that may arise at the Annual Meeting.

HEIDRICK & STRUGGLES

Who We Are

Executive Search

We partner with our clients – respected organizations across the globe – to help them build the best leadership teams in the world. Our consultants specialize in executive searches for Boards of Directors and the C-suite, including roles such as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Digital Officer and Chief Human Resources Officer, as well as functional officer roles in areas like Information Technology, Legal, Risk, Compliance and Government Affairs, Marketing, Sales and Strategy and Supply Chain and Operations. We also see growingcontinued demand for executive searches related to Diversity, EquityAI, Energy Transition, Healthcare & Life Sciences, Technology, and Inclusion, Sustainability, Energy, Industrial Goods & Technology, Health Technology and Consumer Products.Technology.

We have a highly respected brand with a global network of consultants and offices, and we are building larger and deeper accounts and helping our clients find forward-thinking, dynamic and diverse leaders for their organizations. We are market leaders in bringing the power of data to executive search and continually innovating, integrating new digital capabilities to provide world-class assessments and insights. This includes our Heidrick Leadership Framework, a uniform, data-driven framework, which brings together all of our data and research on leaders to help our clients understand what creates great leaders, going beyond things like experience and skills to also assess a leader’s impact on culture, and answer questions like “what makes an effective leader?” and “what are the most sought after attributes in leaders today?” Our relationship-based, data-driven approach allows us to complete searches with speed and precision, enabling us to help our clients identify the best leaders who can successfully lead their organizations to rally around their vision and deliver their business objectives.

On-Demand Talent

Through our leading On-Demand Talent services, we are bringing a transformational new way for our clients to quickly access flexible independent talent options to fulfil interim executive roles and high impact project needs. Alongside our Search offering, we can help clients quickly access talent, expertise and skills to solve for a variety of capability and capacity issues, such as: how to get talent faster; how to bring in a different type of talent; or how to get talent for a shorter, interim period. Companies today are using on-demand talent to augment their leadership capacity in a wide variety of ways, including leading operational transformation projects, analyzing new business opportunities, driving profitability improvement programs and implementing strategy. We are the biggest player in the US, growing in the UK, and in 2023 we acquired Atreus Group GmbH, a leading provider of interim management in Germany.

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Heidrick Consulting

In our Heidrick Consulting business, we offer a uniquely broad set of leadership advisory solutions and work with clients through projectsprojectsdesigned to accelerate their strategies and larger journeys to help them become future-ready.the effectiveness of individual leaders, teams and organizations as a whole. We advise our clients on three key areas:

Working closely with our clients, we bring pragmatic solutions to create mindset shifts among leaders and teams, which helps to drive performance change and deliver tangible, meaningful and lasting impact. In 2023, we acquired businessfourzero, a London-headquartered consultancy specializing in developing and implementing purpose-driven change, enabling us to deepen our existing set of leadership advisory and industry-leading culture and organization solutions, and help our clients drive successful business transformations by linking purpose and strategy to leadership and culture.

By applying our deep understanding of the leadership attributes and behaviors of leaders that are most effective and in demand across many of the world’s premier companies, we guide our clients as they build future-ready leaders, teams and organizations. These premium services and offerings, which complement our Executive Search expertise, significantly contribute to our ability to deliver a full-service human capital consulting solution to our clients.

HEIDRICK & STRUGGLES

Environmental

Stewardship, Social and Governance (“ESG”)ESG

		At Heidrick, we aim to help our clients change the world, one leadership team at a time.®   In light of the importance placed on ESG issues by our clients, our shareholders, our employees, our communities and our broader stakeholder base, we evolve and monitor our ESG efforts through a global cross-functional team, including members of our Legal Department, Human Resources Department, Real Estate and Procurement teams and Sustainability practice, among others.   Our Nominating and Board Governance Committee of the Board is responsible for reviewing and making recommendations to the Board regarding the Company’s ESG programs and disclosures.   The most significant aspects of our ESG efforts and accomplishments, both internal and client-facing, are outlined below.

How We Champion ESG

At Heidrick, we are on the same ESG journey as our clients. In September 2022,light of the importance placed on ESG issues by our clients, our shareholders, our employees, our communities and our broader stakeholder base, we published our second ESG Report to outline our effortsevolve and disclose progress across ESG initiatives. Referencing both Global Reporting Initiative (“GRI”) and the Value Reporting Foundation Sustainability Accounting Standards Board (“SASB”) frameworks,monitor our ESG Report delves, in-depth, into Heidrick’s commitment to serving client needs,efforts through a global cross-functional team, including members of our Legal Department, Human Resources Department, Real Estate and Procurement teams and Sustainability practice, among others.

To help guide the Company’s ESG efforts, we determined our priority ESG issues. While we leveraged leading on diversityexternal frameworks and inclusion, supportingratings, we also engaged our key stakeholders, including our employees and communities where we workclients, to determine our critical focus areas. We believe the resulting priorities align with our core values and prioritizing environmental sustainability.will inform our focus and prioritization of our ESG program. Further information on our progress on these topics will be available in the upcoming 2023 ESG report.

For our complete ESG story, the Company’s latest ESG Report can be found here: https://investors.heidrick.com/static-files/518a94ad-8473-4268-8cd2-a6665ac4d731www.heidrick.com/-/media/heidrickcom/publications-and-reports/heidrick—struggles-2022-esg-report.pdf. The information contained in the Company’s ESG Report, or otherwise on or connected to the Company’s website, is not incorporated by reference into this proxy statement and should not be considered part of this or any other report filed with the SEC.

Environmental Sustainability: Creating the Foundation to Effectively Reduce Our Carbon Footprint

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

As part of our commitment to reducing our climate impact, we are actively working on setting emission reduction targets aligned with the SBTi, which we plan to submit in 2024. We are developing our targets and implementation

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plans in partnership with internal stakeholder groups, working across business lines, geographies and functions, to effectively reduce our carbon emissions, while maintaining our client focus.

To help us create and integrate ESG action plans across the business, we established an ESG governance framework by forming the ESG Working Group and ESG Steering Committee. These cross-functional groups help ensure that our commitment to sustainability remains an intrinsic part of our firm’s ethos by providing oversight of our ESG strategies and initiatives, setting direction and helping define priorities with the goal of creating alignment and building support for our ESG efforts throughout the business.

Lastly, we continued to partner with Indigo Ag for a multi-year program with a goal to offset a portion of our carbon emissions. Indigo Ag develops biological and digital technologies to improve farmer profitability, environmental sustainability, and consumer health. Their carbon offset credits support farmers who adopt regenerative, sustainable agricultural practices that reduce and sequester carbon dioxide while enriching their soil. Indigo Ag’s model is unique among carbon credit vendors—it offers technical and other support to growers and verifies carbon sequestered through a third-party audit for buyers. The number of verified carbon offset credits are expected to increase through the coming years, and we expect to offset approximately 25% of our total 2021 carbon emissions through verified carbon offset credits by the end of 2024.

Driving Inclusion Within Our Firm: Our Own Diversity, Equity and Inclusion (“DE&I”) Journey

We are committed to nurturing a culture that actively champions our DE&I efforts internally. We firmly believe in embedding DE&I principles throughout our organization and business relationships, including our hiring practices, business development and internal employee programming, learning and development. Our dedication to DE&I is steadfast, with the aim of fostering an environment where everyone feels valued, respected and empowered. By cultivating a culture that brings a spectrum of ideas and experiences to our work with clients around the world, we believe we create better solutions for our clients’ business challenges and win as one firm.

Employee Resource Groups (ERGs). Our ERGs, affinity groups for women, people of color, people with disabilities, Veterans and LGBTQ+ employees and their allies, give our employees a chance to share experiences, mentor, advocate and engage internally and externally with various networks. The Professionals of Color, Women’s Inclusion Network, Pride@Heidrick, Honoring Equality and Inclusion for Disability, Ethnic Diversity Engagement Network, and Veterans@Heidrick ERGs hosted global and regional panels and in-person events with leading experts and guest speakers throughout 2023, in addition to sponsoring days of recognition campaigns, internally and externally. As of February 2024, approximately 30% of Heidrick & Struggles employees were active members of least one ERG.

Learning and Development. We are committed to investing in learning and professional development opportunities for various employee populations and position levels and have implemented and enhanced a series of programs that focus on mitigating bias, training, coaching, community building and sponsorship for our next generation of diverse business professionals and senior leaders. These programs help us to recruit, engage and develop diverse talent in differentiated and comprehensive ways as we support them in their career advancement and accelerate their readiness for expanded roles and opportunities. In 2023, our Learning & Development team delivered over 10,500 hours of facilitated training to our colleagues globally and employees completed over 5,000 self-paced courses.

People: Winning Teams Come from an Extraordinary Culture

As leaders in helping clients attract, develop and retain the highest-performing talent, we are constantly learning and promoting leadership and management best practices, which we also seek to incorporate into our own firm. We view our culture as a strategic differentiator, one where our colleagues can engage deeply in their work, pursue their passions and bring their authentic selves to the workplace. We believe this type of culture creates an environment that is most conducive for developing dynamic, productive teams and individuals.

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We are committed to supporting our employees both professionally and personally as they continue to navigate a rapidly changing world on multiple fronts. One of the objectives of our benefits program is to help promote employee wellness.

We believe an engaged workforce is crucial to our success and our culture. To that end, we are keenly focused on creating an environment where employees are acknowledged, valued and supported. Employee engagement is a key element to attracting, developing, promoting and retaining the highest-performing talent and building a more diverse, equitable and inclusive workplace.

We are committed to the professional development of our employees and promoting a continuous learning culture within our firm. We have a comprehensive, global talent management framework across business lines that we use to support and grow our people and deliver on the firm’s strategic objectives.

Serving Clients: Finding Leadership Solutions for

Sustainable, Diverse and Inclusive Businesses

In 2022,2023, we completed 259300+ ESG related executive search and consulting assignments, partnering with our clients, candidates, employees and communities with an aim to make the world a better place. From 2018 through 2022, we completed 945 such assignments – representing oneOne of the fastest growing segments of our business. Ourbusiness, our ESG and Sustainability OfficePractice focuses on sustainability officer roles, board placements focused on sustainability expertise, sustainable product or service businesses, businesses working to embed sustainability into their strategy, and sustainable assets managers, private equity funds, not-for-profit and philanthropic organizations, development banks and others.

Our global Diversity, Equity & Inclusion (“DE&I”)&I practice brings together Executive Search and Heidrick Consulting to help clients build diverse and inclusive leadership teams, organizations, and cultures. Since launching in 2017, theThe DE&I practice has built a comprehensive, integrated suite of services and solutions that can be adapted and customized to meet our clients’ DE&I needs. With a complementary lens on talent recruitment, leadership development, and building inclusive cultures, the practice enables us to help our clients achieve their DE&I goals, no matter where they are in their journeys. As a recognized industry authority on leadership and human capital, we take a business-focused, data-driven, and leader-led approach where DE&I not only fosters positive change, but also drives performance and growth. Our DE&I offerings provide strategic advisory services through data-driven insights designed to accelerate performance. At the Board of Directors level, 63%61% of our U.S. placements in 20222023 were diverse and 60%58% globally exceeding⁸, an outcome to our Board Diversity Pledge. 47%Pledge, a global commitment that a minimum of our total U.S. placements in 2022 were diverse.⁵

Driving Change Within Our Firm: Our Own DE&I Journey

We believe that diversity, equity, and inclusion are key elementshalf of Heidrick & Struggles’ ability to mobilize, execute and transform with agility. Our commitment to DE&I is a key business imperative that is deeply rooted in our organizational values. We are dedicated to building diverse leaders and teams and creating an inclusive culture and workplace, where all voices are engaged and heard; all individuals feel safe, valued and accepted; and all feel empowered to thrive, make meaningful contributions and achieve equitable success. DE&I are critical strategic pillars at our firm that continue to sustain our multi-layered cultural journey as highlighted below.

Leadership. In February 2022, we appointed Cecilia Nelson-Hurt as our firm’s first Chief Diversity, Equity and Inclusion Officer, as we looked to accelerate our firm’s transformation and growth journey, globally. Ms. Nelson-Hurt is charged with leading the Company’s DE&I strategy and delivering long-term, sustainable programs and initiatives that build on our values and commitment to create an unrivaled culture within the executive talent and leadership advisory industry.

PROXY STATEMENT 2023HEIDRICK & STRUGGLES

Governance

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

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

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

Board Structure

The current members of the Board of Directors are: Elizabeth L. Axelrod, Mary E. G. Bear, John Berisford, Lyle Logan, T. Willem Mesdag, Krishnan Rajagopalan,Thomas L. Monahan III, Stacey Rauch and Adam Warby.

The Board met four timesheld five meetings during 2022.2023. Each current member of our Board of Directors (individually, “director”, and together, “directors”) attended 100% of allat least 75% of the meetingsaggregate number of the Board and committee(s)committee meetings that occurred in 2023 during his or her tenure on which they served.the Board. Pursuant to our Director Attendance at Annual Meetings Policy contained in our Corporate Governance Guidelines, all directors are expected to make every effort to attend the Company’s annual meeting of stockholders, and all of them attended in 2022.2023 (with the exception of John Berisford, who was appointed to the Board effective June 20, 2023 and Mr. Monahan, who was appointed as CEO and appointed to the Board effective March 4, 2024). The Company believes that annual meetings provide an opportunity for stockholders to communicate with directors.

Board Diversity

We believe that having a diverse Board of Directors enhances our Company’s performance, due to the nature of our business, our own organizational values and commitments, and the power of diverse perspectives to improve board composition and functioning. We are in the human capital business, focused on helping our clients build high-performing leadership teams and cultures, and diversity in those teams and cultures is an important accelerator for their success. Within our own Company, our commitment to promoting diversity, equity and inclusion is deeply rooted in our organizational values and is fundamental to how we operate; a diverse Board visibly exemplifies that commitment for all our employees and our clients. Further, we believe that considering diverse individuals allows us to recruit from a broader pool of talented candidates to join our Board, and that a board comprised of directors with diverse backgrounds, experiences and perspectives improves the dialogue and decision-making in the boardroom, helps advance our long-term strategy and contributes to overall board effectiveness. Consequently, we consider the diversity of candidates and of the Board overall with respect to skills, experience and viewpoints, as well as self-identified characteristics including gender, age, ethnicity, national origin and sexual orientation, and we include diverse candidates in all searches for new Board members.

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The below matrix outlines the gender and demographic diversity of the current members of our Board, in accordance with Nasdaq’s board diversity disclosure rules.

Board Leadership

The Board does not have a fixed policy regarding the separation of the offices of Chair of the Board (the “Chair”) and CEO and believes that it should maintain the flexibility to select the Chair and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and our stockholders. The Board believes that it is in the best interests of the Company for the Board periodically to evaluate and determine whether the roles of Chair and CEO should be separated or combined, based on the needs of the Board and the Company at such time. In the event that circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and our stockholders. For this reason, our Board evaluates issues that may be relevant to our leadership structure as part of our annual Board evaluation process.

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

Every director on our Board, other than our CEO, is independent. We believe that the number of independent, experienced directors that make up our Board benefits our Company and our stockholders.

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the performance of individual directors. The results of this process are discussed by the Board and its committees, and changes are made as and when appropriate to respond to the directors’ feedback. For example, in recent years, in response to observations that were made during the self-assessment process, the Board has devoted more time and focus to strategy development and implementation and has undertaken an ongoing series of in-depth reviews with management of various parts of our business as a regular feature of Board meetings.

Director Independence

We determine the independence of all non-employee directors in accordance with the independence requirements of our Corporate Governance Guidelines, our Director Independence Standards, our Related Party Transaction Policy and the rules of the Nasdaq Stock Market (“Nasdaq Rules”). Our Corporate Governance Guidelines, our Director Independence Standards and our Related Party Transaction Policy can be found at

https://investors.heidrick.com/corporate-governance.

Pursuant to the policies listed above, we affirmatively assess whether each director has a relationship that would interfere with the exercise of independent judgment pursuant to these policies and corporate governance best practices.

In addition to the NGC’s review, the Board conducts an annual review of director independence, during which the Board also considers transactions, relationships and arrangements between each director or an immediate family member of the director and each of the Company and our executive officers.

The Board has determined that each of the following non-employee directors who served during the last completed fiscal year qualifies as “independent” in accordance with the above listed guidelines, standards and rules: Elizabeth L. Axelrod, Laszlo Bock (who served until the 2022 Annual Meeting of Stockholders), Mary E. G. Bear, John Berisford, Lyle Logan, T. Willem Mesdag, Stacey Rauch, and Adam Warby. As KrishnanMr. Rajagopalan iswas employed by Heidrick as our President and CEO he does not qualifyduring the last completed fiscal year, and Mr. Monahan is currently employed by Heidrick as our CEO, neither qualifies as independent.

Board Committees

The Board has three standing committees: the Audit & Finance Committee (“AFC”), the Human Resources and Compensation Committee (“HRCC”) and the Nominating and Board Governance Committee (“NGC”). We have reviewed and determined that each of the members of the standing committees is independent under the provisions of the applicable committee’s charter, our Corporate Governance Guidelines, our Director Independence Standards, our Related Party Transaction Policy and Nasdaq Rules. The Board has approved a written charter for each standing committee, which we reviewthe Board reviews annually and reviserevises as appropriate. The charters define each committees’committee’s roles and responsibilities. The charters are available on our website at:

https://investors.heidrick.com/corporate-governance.

HEIDRICK & STRUGGLESPROXY STATEMENT 2024

The table below outlines the current membership and the frequency of meetings for each Board committee in 2022.committee.

* Ms. Axelrod became Chair of the HRCC effective May 26, 2022 and was a member of the HRCC until that date. Mr. Bock was Chair of the HRCC until May 26, 2022, when his Board service ended following his decision not to stand for re-election at the 2022 annual stockholders meeting.

** Ms. Rauch became Chair of the NGC effective May 26, 2022 and was a member of the NGC until that date.    

Ms. Axelrod was Chair of the NGC until May 26, 2022, and remained a member of the NGC after that date.

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		Audit & Finance Committee (“AFC”)   The AFC serves as an independent committee to assist in Board oversight of:

In addition, the AFC consults with the NGC on the adequacy of the Code of Ethics, reviews the Company’s procedures for detecting violations of and ensuring compliance with the Code of Ethics and reviews violations and waivers of the Code of Ethics. Each member of the AFC is able to read and understand fundamental financial statements (as required under Nasdaq Rules) and meets the heightened standards of independence for audit committee members pursuant to the rules and regulations of the SEC (the “SEC Rules”). Messrs. Berisford, Mesdag and Logan each qualify as an “audit committee financial expert” within the meaning of the SEC Rules. All of the members of the AFC (Messrs. Berisford, Mesdag and Logan and Ms. Rauch, as well as Mr. Warby, who is a member of the AFC ex officio based on his status as Chair of the Board) are presumed to be financially sophisticated for purposes of the Nasdaq Rules.

HEIDRICK & STRUGGLESPROXY STATEMENT 2024

		Nominating and Board Governance Committee (“NGC”)   The NGC serves as an independent committee to assist the Board in determining:

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

PROXY STATEMENT 2023HEIDRICK & STRUGGLES

		Human Resources and Compensation Committee (“HRCC”)   The HRCC serves as an independent committee to assist in Board oversight of:

Each member of the HRCC meets the qualifications for compensation committee members pursuant to the Nasdaq Rules and is a “non-employee director” within the meaning of SEC Rule 16b-3. The HRCC may delegate authority to subcommittees when appropriate.

HEIDRICK & STRUGGLESPROXY STATEMENT 2024

Board Oversight of Corporate Strategy

Our Board takes an active role with management to formulate and review our long-term corporate strategy, including major business and organizational initiatives, growth opportunities and capital allocation priorities. On a quarterly basis the Board is provided a strategic update and management and the Board conduct an in-depth review of different aspects of the corporate strategy. Additionally, on an annual basis the Board and management conduct an in-depth, comprehensive review of the progress made against our strategic goals for the short and long-term.

The Board of Directors’ Role in Risk Oversight

Management is responsible for the day-to-day management and assessment of risk at the Company, including communication of the most material risks to the Board and its committees. The Board promotes an appropriate culture of risk management within Heidrick, sets the “tone at the top,” oversees the aggregate risk profile and monitors how Heidrick addresses specific risks. In carrying out this responsibility, the Board and its committees provide oversight over the risk management practices implemented by management.

The Board has delegated oversight of some risks to committees of the Board. However, even when the oversight of a specific area of risk has been delegated to a committee, the full Board maintains oversight over such risks through the receipt of reports from the respective committee chair to the full Board at each regularly scheduled full Board meeting. In addition, if a particular risk is material or where otherwise appropriate, the full Board may assume oversight over a particular risk, even if the risk was initially overseen by a committee. The Board does not view risk in isolation, but instead considers risk in conjunction with its oversight of Heidrick’s strategy and operations. The Board considers multiple time horizons, extending over several years, in its assessment of risks.

In its risk oversight role, the Board assesses whether the risk management processes and policies designed and implemented by management are adequate and functioning as designed. The Board performs its risk oversight function primarily through its committees as well as through reports the Board receives directly from management. The Board, its committees, and management coordinate risk oversight and management responsibilities in a manner that we believe serves the long-term interests of our company and our shareholders.

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PROXY STATEMENT 2024

term versus longer-term performance-focused and revenue-focused (versus profit-focused) performance measures, stock ownership guidelines and use of compensation “claw-backs”“clawbacks” work together to provide its employees and executives with incentives to deliver outstanding performance to build long-term stockholder value, while taking only necessary and prudent risks.

Code of Ethics

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

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

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with global privacy regulations, including GDPR and other rapidly emerging privacy and data protection laws in countries such as China and the UK, or states in the U.S. such as California. Through our privacy policies and approaches, we inform individuals whose personal data we process what data we collect, how we use it, who we share it with and for what purpose, how long we keep it, and how we protect it.

As an international business, we focus on staying apprised of local developments for privacy and data protection laws across the globe. Cross-border data transfers have been a key area of focus globally, including the introduction of new standard contractual clauses in response to changes in EU law. As we launch new business lines, build new partnerships, explore technological improvements and expand into new jurisdictions, data protection remains a critical component. As part of our data governance processes, we periodically assess our data privacy compliance program with external experts to help identify ways to improve and evolve our policies and practices. We will continue our efforts to make our dealings in relation to personal data transparent, empowering individuals to make informed choices in the process.

We maintain a Data Subject Rights Hotline designed to enable our data subjects to easily submit a request related to data subject rights. The Data Subject Rights Hotline is a telephonic reporting hotline administered by a third party that

PROXY STATEMENT 2024

The AFC, comprised entirely of independent directors, assists the Board in its responsibilities of overseeing that the Company has established, documented, maintained and periodically reevaluates its processes with respect to cybersecurity. ManagementOur Chief Information Security Officer (“CISO”) briefs the AFC on cybersecurity matters, including on the evolving threat landscape and the Company’s enhanced efforts in light of emerging risks, no less than oncetwice per year, and in 2022 management2023, our CISO provided cybersecurity updates to the AFC and/or Board two times during the course of the year. In addition to formal updates provided to the AFC, our CISO maintains regular communication throughout the year with members of the AFC on these issues. The chair of the AFC also briefs the full Board on cybersecurity matters discussed amongst the AFC. Cybersecurity risks are also reviewed and discussed with the AFC and the full Board as part of the annual Enterprise Risk Management assessment. Further, the Company’s enterprise level IT general controls are audited annually by the Company’s internal audit function and the Company’s independent registered public accounting firm, RSM US LLP.

The Company also maintains a cyber enterprise risk management insurance policy, which would potentially defray some of the costs associated with a breach. In the last three years, to date and to the Company’s knowledge, the Company has not experienced an information security breach,a material cybersecurity incident, and as a result, cybersecurity threats have not had a material impact on the Company’s net expenses associated with information security breaches have not impacted total revenue.business strategy, results of operations, or financial condition.

PROXY STATEMENT 2023HEIDRICK & STRUGGLES

Proposal 1

Election of Directors

The Board recommends a vote “FOR” each of the director nominees named below. We have refreshed our Board over the past five years, as threefive highly-qualified directors have been added since 2018.2019. We believe that the Board possesses an appropriate mix of diversity of backgrounds, perspectives, skills and experiences. Nevertheless, when we consider additional candidates, we look for individuals who can further enhance the diversity of our Board, including additional perspectives, skills, qualifications and experience.

Director Nominees

There are seveneight nominees to be considered for election to our Board: Elizabeth L. Axelrod, Mary E. G. Bear, John Berisford, Lyle Logan, T. Willem Mesdag, Krishnan Rajagopalan,Thomas L. Monahan III, Stacey Rauch and Adam Warby. All of the nominees currently serve as directors on the Board and were elected to the Board by the stockholders at the 20222023 annual stockholders meeting.meeting, except for John Berisford and Thomas L. Monahan III. Mr. Berisford was referred through the Company’s Executive Search business. Each director nominee has agreed to be named in this proxy statement.

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

The nominees’ biographies below describe each candidate’s background and relevant experience in more detail. The nominees are identified and discussed in the paragraphs below for election at this year’s Annual Meeting and, if elected by our stockholders, each nominee will serve a one-year term expiring at the 20242025 annual stockholders meeting. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

HEIDRICK & STRUGGLESPROXY STATEMENT 2024

Criteria for Considering Director Nominees

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

We believe that having a diverse Board of Directors enhances our Company’s performance, due to the nature of our business, our own organizational values and commitments, and the power of diverse perspectives to improve board composition and functioning. Consequently, we consider the diversity of candidates and of the Board overall with respect to skills, experience and viewpoints, as well as self-identified characteristics including gender, age, ethnicity, national origin and sexual orientation, and we include diverse candidates in all searches for new Board members. Additional information about each nominee can be found below under “Board Matrix” and “Director Biographies.”

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

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Board Matrix

Listed below are certain skills, qualifications and experience that we consider important for our director nominees in light of our current business strategy and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.

HSII Board Nominee MatrixBOARD NOMINEE SKILLS & DIVERSITY MATRIX

Experience9

Axelrod

Bear

Berisford

Logan

Mesdag

RajagopalanMonahan

Rauch

Warby

Public companyPUBLIC CO. CEO experienceEXPERIENCE

Professional servicesPROFESSIONAL SERVICES industry experienceINDUSTRY

Human capital expertiseHUMAN CAPITAL

C-suiteC-SUITE leadership / general managementGENERAL MANAGEMENT experienceEXPERIENCE

InternationalINTERNATIONAL

Risk managementRISK MANAGEMENT

PROXY STATEMENT 2023

Director Nominee Diversity

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Mary E. G. Bear, (“Meg”), 51, has been a Product and Engineering leader for52 Career Highlights: ●   SAP (enterprise management software) since 2019, andSuccessFactors ○   President & Chief Product Officer for SAP SuccessFactors since July 2021. Previously, she was(2021-2023) ○   Product and Engineering Leader (2019-2021) ●   Juvo Mobile Inc. (2018-2019) ○   SVP of product, dataProduct, Data and engineering at Juvo (mobile data analytics) from 2018 to 2019. Ms. Bear provided digital transformation and start-up advisory services, among other consultative services, withEngineering ●   Meg Bear Advisory from 2017 – 2018. Prior to that, Ms. Bear was(2017-2018) ○   Consultant ●   Imperva, Inc. (2015-2016) ○   SVP and General Manager of Cloud Services at Imperva from 2015 to 2016, and ●   Oracle Corporation (NYSE: ORCL) ○   Group VP of Social Cloud at Oracle from 2012 to 2015 and(2012-2015) ○   VP, of HCM Development from 2005 to 2012.(2005-2012) Current Public Board Service: ●   None Past Public Board Service: ●   None Qualifications:   Ms. Bear specializes in strategic and operational leadership that fuels growth and profitability. A product innovator that delivers disruptive global technology solutions at scale, she has extensive experience across a broad spectrum of technical and business domains, specializing in technology driven growth strategies. Ms. Bear is a patent holder, keynote speaker, TEDx host, change agent and startup advisor and investor.   Her expertise is identifying, developing and scaling technology solutions from concept to profit encompassing business strategy, product management, product development, mergers and acquisitions, and market acceleration.
				Director Since: 2021   Board Committees: Human Resources and Compensation Committee

PROXY STATEMENT 20232024

				Lyle Logan John Berisford, 60   Career Highlights: ●   S&P Global Inc (NYSE: SPGI) (f/k/a McGraw-Hill) ○   President, S&P Global Ratings (2015-2022) ○   Executive Vice President, McGraw-Hill (2011-2015) ●   Pepsi Bottling Group (2005-2011) ○   Senior Vice President, Human Resources Current Public Board Service: ●   None Past Public Board Service: ●   Crisil Limited (NSE: CRISIL) (2015-2023) Qualifications: Mr. Berisford was one of the driving forces in leading the evolution of S&P Global from a well-established media conglomerate into a leading information services provider with best-in-class data and analytics. Before joining S&P Global, Mr. Berisford spent 22 years at PepsiCo where he spearheaded a number of important global initiatives and transformations, including helping to lead the integration of the independent Pepsi Bottling Group into PepsiCo’s overall corporate structure and serving as the Chief Human Resources Officer at the Pepsi Bottling Group after its initial public offering. Mr. Berisford’s experience in business strategy, strong data and analytics acumen, and human resources executive experience will help the Board in leading the Company to continue to diversify its business and innovate for the future.
Director Since: 2023 Board Committees: Human Resources and Compensation Committee; Audit & Finance Committee

HEIDRICK & STRUGGLES

PROXY STATEMENT 2024

				T. Willem Mesdag, 70   T. Willem Mesdag, 69, is the Managing Partner ofCareer Highlights: ●   HPS Investment Partners (2019-present) ○   Senior Advisor ●   Red Mountain Capital Partners an investment management fund based in Denver, Colorado and a Senior Advisor of HPS Investment Partners, an investment management firm based in New York, NY. Previously, he served as a(2005-present) ○   Managing Partner ●   Goldman Sachs & Co. (NYSE: GS) (1981-2002) ○   Partner and Managing Director at Goldman Sachs & Co., and as a securities lawyer with Ballard, Spahr, Andrews & Ingersoll. Mr. Mesdag also serves on the board of directors of Current Public Board Service: ●   Destination XL Group, Inc. He previously served on the boards of directors of 3iGroup plc,(Nasdaq: DXLG) (2014-present)) Past Public Board Service: ●   Yuma Energy, Inc. (NYSE:YUMAQ ) (2018-2019) ●   Nature’s Sunshine Products, Inc. (Nasdaq: NATR) (2009-2015) ●   Encore Capital Group, Inc., (Nasdaq: ECPG) (2007-2017) ●   Cost Plus, Inc., Nature’s Sunshine Products, Inc., Skandia Group AB and Yuma Energy, Inc. (Nasdaq: CPWM) (2008-2011) ●   3i plc (LSE: III) (2007-2013) Qualifications:   Heidrick’s Board benefits from Mr. Mesdag’s extensive experience in capital markets, corporate strategy and public company governance. He also brings an investor’s perspective to the Board.
					Director Since:2016   Board Committees: Audit & Finance Committee (Chair),; Human Resources and Compensation Committee

HEIDRICK & STRUGGLES

				Krishnan RajagopalanThomas L. Monahan III, 57   Krishnan Rajagopalan, 63, has been ourCareer Highlights: ●   Heidrick & Struggles, Inc. (2024-present) ○   Chief Executive Officer ●   Norton Street Holdings (2017-present) ○   Founder, Managing Partner ●   DeVry University (2020-2023) ○   President and Chief Executive Officer since July 2017. He served as acting President and CEO from April 2017 until July 2017. Prior to becoming President and CEO, Mr. Rajagopalan served as Executive Vice President and Managing Partner – Executive Search since January 2016. Previously, he served as Head of Global Practices beginning in April 2014 and was appointed an Executive Vice President in January 2015. Mr. Rajagopalan has served in other leadership roles with Heidrick, including Global Practice Managing Partner, Technology & Services from 2010 to 2014 and Global Practice Managing Partner, Business/Professional Services from 2007 to 2010. Mr. Rajagopalan joined the firm in 2001 in our executive search business. Prior to joining Heidrick, Mr. Rajagopalan served as Vice President and Partner at A.T. Kearney, Inc.   Mr. Rajagopalan formerly served on the board●   ProKarma, Inc. (2019-2022) ○   Executive Chairman ●   CEB Inc. (NYSE: CEB) (1995-2017) ○   Elected Chairman, 2007 ○   Appointed CEO, 2005 ○   Elected to Board of KludeIn I Acquisition Corp.Directors, 2001 Current Public Board Service: ●   TransUnion (2017-present) (NYSE: TRU) ○   Audit Committee Chair (2020-present) Past Public Board Service: ●   Convergys Corporation (NYSE: CVG); Director 2008-2018, when acquired by Synnex (NYSE: SNX) ○   Former Nominating and Corporate Governance Committee Chair ●   CEB, Inc. (NYSE: CEB); Director 2001-2017 Qualifications:   Through his day-to-day management of the Company as President and CEO, Mr. RajagopalanMonahan enhances the Board’s understanding of important business developments and Management’s implementation of the Company’s strategy and day-to-day operations. Mr. Rajagopalan’s yearsMonahan’s brings experience as an innovative executive with a deep passion for the leadership arena to the Board as it continues its focus on our strategy of service in executive search also enhance the Board’s understanding of this critical component of the Company’s business.innovative diversification.
						Director Since: 20172024

PROXY STATEMENT 2024

Stacey Rauch, 66   Stacey Rauch, 65, is a Director (Senior Partner) Emeritus ofCareer Highlights ●   McKinsey & Company. She was a leader in McKinsey’s Retail and Consumer Goods Practices, served as the headCompany ○   Senior Partner Emeritus (2010-present) ○   Senior Partner (1998-2010) ○   Head of the North American Retail and Apparel Practice and acted as the Global Retail Practice Convener. A 24-year veteran of McKinsey, Ms. Rauch led engagements for a wide range of retailers, apparel wholesalers, and consumer goods manufacturers in the U.S. and internationally. Ms. Rauch was a co-founder of McKinsey’s New Jersey office, and was the first woman at McKinsey appointed as an industry practice leader. She also served on a number of McKinsey’s global personnel committees.(2001-2008)   Ms. Rauch is currently the Chair of the○   Partner (1993-1998) ○   Associate (1986-1993) Current Public Board of theService: ○   Carter’s Inc. (NYSE: CRI) (2022-present) Past Public Board Service: ●   Fiesta Restaurant Group (owner and operator of quick-casual restaurants), where she chairs the Corporate Governance and Nominating Committee and sits on the Compensation Committee. She is also a member of the Board of Directors of Carter’s Inc. (branded marketing of young children’s apparel), where she serves on the Audit Committee and the Nominating and Corporate Governance Committee. She was formerly a member of the boards of directors of(Nasdaq: FRGI) (2012-2023; Chair 2017-2023) ●   Land Securities Group PLC (LSE: LAND.L) (2012-2021) ●   Ascena Retail Group, Inc.,(Nasdaq: ASNA) (2017-2021) ●   CEB, Inc., (NYSE: CEB) (2014-2017) ●   Ann, Inc. (formerly Ann Taylor Stores Corporation) and the Tops Holding Corporation.(NYSE: ANN) (2011-2015) Qualifications:   Ms. Rauch’s strategic leadership, significant public company governance experience, and consulting expertise, coupled with her deep experience as an international business leader, adds important perspectives and diverse insights to the Board.
				Director Since:2019   Board Committees: Audit & Finance Committee;Committee, Nominating and Board Governance Committee (Chair)

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