UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

THE HACKETT GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30^th30th Floor

Miami, Florida 33131

March 22, 201824, 2021

Dear Shareholder:

You are cordially invited to attend the 20182021 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) to be held on May 2, 2018,6, 2021, at 2:11:00 p.m.a.m. (local time) at the InterContinental Buckhead 3315 Peachtree Rd, Atlanta, Georgia, in the Hope meeting room.Company’s headquarters located at 1001 Brickell Bay Drive, 30th Floor, Miami, Florida.

At this meeting you will be asked to:

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

It is important that your shares be represented at the meeting whether or not you plan to attend. Included with these soliciting materials is a proxy card for voting, an envelope with postage prepaid in which to return your proxy, instructions for voting by telephone or on the Internet and our 2017 Annual Report to Shareholders.

On or about March 23, 2018,25, 2021, we are mailing to our shareholders a notice containing instructions on how to access our proxy statement and 20172020 Annual Report and vote online. The notice also contains instructions on how you can receive a paper copy of your annual meetingproxy materials, including the notice of annual meeting,Annual Report, proxy statement and proxy card.

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

Sincerely,

Sincerely,

Ted A. Fernandez

Chairman and Chief Executive Officer

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30^th30th Floor

Miami, Florida 33131

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON May 2, 2018MAY 6, 2021

The 20182021 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) will be held on May 2, 2018,6, 2021, at 2:00 p.m.11 a.m. (local time) at the InterContinental Buckhead 3315 Peachtree Rd, Atlanta, Georgia, in the Hope meeting room,Company’s headquarters located at 1001 Brickell Bay Drive, 30th Floor, Miami, Florida, for the following purposes:

The Board of Directors has fixed the close of business on March 15, 20182021 as the record date for determining the shareholders entitled to notice of and to vote at the annual meeting. Only holders of common stock of record at the close of business on that date will be entitled to notice of and to vote at the annual meeting or any postponement or adjournment thereof. A list of the Company’s shareholders entitled to vote at the annual meeting will be open to examination by any shareholder for any purpose related to the meeting during ordinary business hours for the ten days prior to the annual meeting at the Company’s offices, as well as on May 2, 20186, 2021 at the location of the annual meeting. All shareholders are cordially invited to attend the annual meeting.

On or about March 23, 2018,25, 2021, we are mailing to our shareholders a notice containing instructions on how to access our proxy statement and 20172020 Annual Report and vote online. The notice also contains instructions on how you can receive a paper copy of your annual meetingproxy materials, including the notice of annual meeting,Annual Report, proxy statement and proxy card.

By Order of the Board of Directors,

Frank A. Zomerfeld

Secretary

Miami, Florida

March 22, 2018 24, 2021

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 2, 2018:6, 2021: The Hackett Group, Inc.’s Proxy Statement and 20172020 Annual Report are available at www.edocumentview.com/hckt.hckt.

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

TABLE OF CONTENTS

i

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30^th Floor

Miami, Florida 33131

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MAY 2, 20186, 2021

SOLICITATION, VOTING AND REVOCABILITY OF PROXIESINFORMATION

This proxy statement and the accompanying notice of annual meeting and proxy card are being furnished and made available, on or about March 23, 2018,25, 2021, to the shareholders of The Hackett Group, Inc. (the “Company”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) to be voted at the 20182021 Annual Meeting of Shareholders to be held on May 2, 20186, 2021 at 2:00 p.m.11 a.m. (local time) at the InterContinental Buckhead 3315 Peachtree Rd, Atlanta, Georgia in the Hope meeting roomCompany’s headquarters located at 1001 Brickell Bay Drive, 30th Floor, Miami, Florida and any postponement or adjournment thereof.

If the form of proxy enclosed or provided via the Internet is properly executed and returned to the Company, or voted via telephone or the Internet in time to be voted at the annual meeting, theYour shares represented thereby will be voted in accordance with the instructions thereoncontained on a properly executed proxy card submitted to the Company or in accordance with your instructions submitted via the telephone or Internet.

The Board recommends that you vote:

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

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

On or about March 23, 2018,25, 2021, the Company is mailing to its shareholders a notice containing instructions on how to access this Proxy Statementproxy statement and the Company’s 20172020 Annual Report and to vote online. The notice also contains instructions on how you can receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement and proxy card. Shareholders receiving this document and accompanying proxy card and annual report via the Internet may submit their proxies by telephone or through the Internet as instructed in the notice delivered via U.S. mail. Shareholders receiving this document and accompanying proxy card via U.S. mail may submit a signed proxy card or they may submit their proxy by telephone or through the Internet as instructed on the proxy card. Telephone and Internet proxies must be used in conjunction with, and will be subject to, the information and terms contained on the proxy card. These procedures may not be available to shareholders that hold their shares through a broker, nominee, fiduciary or other custodian. If your shares are held in this

manner, please check your proxy card or contact your broker, nominee, fiduciary or other custodian to determine whether you will be able to vote by telephone or through the Internet.

The cost of soliciting proxies in the form enclosed herewith will be borne entirely by the Company. In addition to the solicitation of proxies by mail, proxies may be solicited by directors, officers and regular employees of the Company, without extra remuneration, by personal interviews, telephone or otherwise. The Company will request persons, firms and corporations holding shares in their name or in the names of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from the beneficial owners and will reimburse the holders for their reasonable expenses in doing so.

The securities that may be voted at the annual meeting consist of shares of the Company’s common stock. Each outstanding share of common stock entitles its owner to one vote on each matter as to which a vote is taken at the annual meeting. The close of business on March 15, 20182021 has been fixed by the Board as the record date (the “Record Date”) for determination of shareholders entitled to vote at the annual meeting. On the Record Date, 29,244,844,30,236,392 shares of common stock were issued and outstanding and entitled to vote. The presence, in person or by proxy, of at least a majority of the shares of common stock issued and outstanding and entitled to vote on the Record Date is necessary to constitute a quorum at the annual meeting. Shares can be voted only if the shareholder is present in person or represented by proxy. Whether or not you plan to attend in person, you are encouraged to sign and return the enclosed proxy card or vote by telephone or through the Internet as instructed on the proxy card or in the notice mailed to you.

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

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

abstentions will have the same effect as a vote “against” Proposals 2 and 3. Broker non-votes will not have any effect on the approval of Proposals 2 or 3.

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

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

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE BOARD NOMINEES AND FOR THE APPROVAL OF PROPOSALS 2 AND 3.

PROPOSALPROPOSAL 1

ELECTION OF DIRECTORS

General

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

TwoThree directors will be elected at the annual meeting. The Board has nominated Maria A. Bofill, David N. Dungan and Richard N. Hamlin, each are existing directors, for the positions. If elected, Ms. Bofill and Messrs. Dungan and Hamlin will each serve a three-year term expiring at the annual meeting in 2021.2024. You can find more information about Ms. Bofill and Messrs. Dungan and Hamlin below.

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

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

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

Information as to the Nominees and Continuing Directors

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

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

Robert A. Rivero held numerous operating management positions with KPMG from 1965 to 1999 as a Senior Managing Partner of KPMG where he held positions ranging from Office Managing Partner, Regional Partner in Charge and ultimately, National Senior Partner in Charge, leading nine different business units (both domestic and overseas). Mr. Rivero is the Chief Executive Officer of RAR Management Services, LLC which provides advisory services to CEOs, assists companies in the development and implementation of strategic action plans for growth and profitability, and provides solutions to international business operating challenges. The Company benefits from Mr. Rivero’s broad experience base within the professional services industry. He also brings additional in-depth knowledge of financial and accounting experience to the Board. With experience advising senior executives of large international companies and having lived and managed operations in Europe, Latin America & Southeast Asia, Mr. Rivero’s knowledge of international marketsJohn R. Harris is a valuable asset to the Board.

Alan T.G. Wix is a Director of BDC Partnership Ltd. Mr. Wix was the Chairman of Fiva Marketing, Ltd. from April 2003 to December 2008. Mr. Wix served as the Chairman of the Board of Farsight PLC from April 1999 until June 2005. Mr. Wix served as the Chief Executive Officer of Farsight PLC from April 1999 until June 2002. Mr. Wix brings to the Board an extensive history of senior executive leadershipprivate investor and director at a major financial institution, having retired in August 1998 as Managing Director Core IT Development of Lloyds TSB, a position he held from January 1993. From April 1990 to January 1993, Mr. Wix held the position of Head of Development at Lloyds TSB. Prior to being elevated to that position, Mr. Wix held a variety of positions within the information systems division of Lloyds TSB.several companies. He has in-depth operational experience leading a significant division of an institution with global reach. He also has extensive experience as a purchaser of technology and business consulting services, and, as such, provides perspective on customer experience. Mr. Wix is a native of the United Kingdom and spent his professional career in the United Kingdom. He continues to make his home there. His knowledge of the European marketplace provides valuable international perspective to the Board.

John R. Harris is Chairman of HIFU Prostate Cancer Services, Inc., a privately held company and leading provider of non-invasive high intensity ultrasound treatment for localized prostate cancer. Mr. Harris also serves as the lead independent director of Service Source International, Inc. (“Service Source”) a publicly traded company that provides customer and revenue lifecycle solutions where he also serves on the compensation committee. Mr. Harris also serves on the board of directors of Mobivity Holding Corp. a publicly traded company which develops enterprise-grade platforms combining the capabilities of both voice and SMS text messaging to connect consumers to brands where he sits on the audit committee and compensation committee. Mr. Harris served as a part time operating partner and investor with glendonTodd Capital andfrom 2010 to 2015. He was Chief Executive Officer of Chemical Information Services, a company which provides information services to chemical sourcing professionals from February 2011 to January 2017. He has in-depth experience in public company operations and

management, having served as the former President and Chief Executive Officer of eTelecare Global Solutions, a provider of outsourced customer care services. Mr. Harris served in these roles from February 2006 until October 2009. Mr. Harris served as Chief Executive Officer of Seven Worldwide Inc., a digital content management company, from December 2003 to January 2005. From July 2002 to December 2003, he served as Chief Executive Officer and President of Delinea Corporation, an application and business process management company serving the energy industry. From August 2001 to July 2002, Mr. Harris served as Chief Executive Officer and President of Exolink. From September 1999 to September 2001, he served as Chairman and Chief Executive Officer of Ztango, Inc. Mr. Harris has an extensive history of senior executive leadership positions and board participation in the information technology, media, telecommunications and outsourcing industries. Mr. Harris spent twenty-five years with Electronic Data Systems (“EDS”), during which he held a variety of executive leadership positions including Group Executive and President of EDS’s four strategic business units serving the telecommunications and media industries. He also served as EDS’s Corporate Vice President, Marketing & Strategy. Mr. Harris provides significant public company board experience through his prior service on the boards of, and as an advisor to, companies including BancTec, Applied Graphic Technologies, Genuity, CapRock Communications, Startek, Premier Global and Sizmek (formerly DG Fast Channel). He continues to provide additional operational perspective on customer loyalty and engagement through his participation as a director of Mobivity Holdings Corp.

Robert A. Rivero held numerous operating management positions with KPMG from 1965 to 1999 as a Senior Managing Partner of KPMG where he held positions ranging from Office Managing Partner, Regional Partner in Charge and ultimately, National Senior Partner in Charge, leading nine different business units (both domestic and overseas). Mr. Rivero is currently the chief executive officer of RAR Management Services, LLC which provides advisory services to CEOs, assists companies in the development and implementation of strategic action plans for growth and profitability, and provides solutions to international business operating challenges. The Company benefits from Mr. Rivero’s broad experience base within the professional services industry. He also brings additional in-depth knowledge of financial and accounting experience to the Board. With experience advising senior executives of large international companies and having lived and managed operations in Europe, Latin America & Southeast Asia, Mr. Rivero’s knowledge of international markets is a valuable asset to the Board.

Alan T.G. Wix was the Chairman of Fiva Marketing, Ltd. from April 2003 to December 2008. Mr. Wix served as the Chairman of the Board of Farsight PLC from April 1999 until June 2005. Mr. Wix served as the

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

Other Executive Officer

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

Robert A. Ramirez, 51,54, is the Company’s Executive Vice President, Finance and Chief Financial Officer (“CFO”), a position he has held since August 2007. Mr. Ramirez served as Corporate Controller of the Company from July 2006 through July 2007. Mr. Ramirez served as Senior Director, Finance and Practice Controller of the Company from October 2005 to July 2006 when he was named Corporate Controller. Mr. Ramirez held a variety of other positions within the Company’s business intelligence, finance transformation and retail consulting practices from 1998 to 2005.

Corporate Governance and Other Matters

Board Composition

The Board consists of sixseven members, fourfive of whom are considered “independent directors” under the listing standards of the NASDAQ Stock Market (“NASDAQ”). The Company’s independent directors are Maria A. Bofill, Richard N. Hamlin, John R. Harris, Robert A. Rivero and Alan T.G. Wix. The Board currently has three standing committees—committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of the Board’s standing committees consists entirely of independent directors.

Leadership Structure

The roles of Chairman of the Board and Chief Executive Officer have been unified since the Company was founded, and the Board believes that the unification of those roles remains appropriate for the Company at this time. The Board believes that its leadership structure both (1) demonstrates to its employees, clients and shareholders that the Company is under strong leadership with a single person setting the tone and having primary responsibility for managing its operations, and (2) provides an effective connection between management’s role of identifying, assessing and managing risks and the Board’s role of risk oversight. The Board believes that Mr. Fernandez has an in-depth knowledge of the issues, opportunities and challenges that the Company faces, and therefore that he is best positioned to develop agendas and highlight issues that ensure that the Board’s time and attention are focused on the

most critical matters impacting the Company. The Board has not appointed a “lead” director. The Board believes that its current structure with fourfive of its sixseven members being independent and with each of its standing committees being chaired by and consisting entirely of independent directors, provides effective independent director oversight of the Company’s operations. The Board recognizes that different board leadership structures may be appropriate for companies in different situations, and understands that no structure is appropriate for all companies. While the Board intends to review the appropriate leadership structure for the Company from time to time, the Board believes that the Company has been, and continues to be, well-served by its current leadership structure.

The Board’s Role in Strategy Oversight

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

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

The Board’s Role in Risk Oversight

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

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

The Board delegates to the Audit Committee responsibility for assisting the Board with several risk oversight functions, including oversight of:

The Board delegates to the Compensation Committee responsibility for assisting the Board in the oversight of risks related to the Company’s compensation programs. The Compensation Committee is charged with understanding the risks and rewards associated with the Company’s compensation philosophy and ensuring that its various compensation the programs are aligned with the Company’s goals and objectives.

The Board delegates to the Nominating and Corporate Governance Committee authority to develop and implement the Company’s director nomination guidelines and to recommend nominees for election, ensuring that the Board contains the appropriate mix of experience, qualifications, attributes and skills necessary to effectively exercise its oversight function. The Nominating and Corporate Governance Committee also is responsible for developing and implementing the Company’s corporate governance guidelines.guidelines and for considering social responsibility, environmental and sustainability matters.

For 2020, as in turn, based on the delivery of services for which fees are collected in a relatively short period of time which provides the Company with visibility into its financial results before the pay out of incentive awards. For 2017,prior years, the Company conducted, and the Compensation Committee reviewed, a risk assessment of its compensation programs and considered the extent to which its compensation policies and practices influence the behaviors of its executives and other employees with respect to taking business risks that could affect the Company. The Company believes that none of its compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee is governed by a written charter. A copy of the charter can be found on the Company’s website at https://www.thehackettgroup.com/about/governance/. For further information on the Compensation Committee, see the “Compensation Committee Report” on page 1312 in this proxy statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for:

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

The Nominating and Corporate Governance Committee selects and must approve by at least a majority vote all candidates to stand for election as directors. Pursuant to the Company’s bylaws, other candidates may also be nominated by any shareholder, provided each such other nomination is submitted in accordance with the procedures set forth in the bylaws. For a discussion of the requirements for including information with respect to a shareholder’s nominee in the Company’s proxy statement, see “Shareholder Proposals for the Annual Meeting in 2019”2022” on page 4538 of this proxy statement.

The Nominating and Corporate Governance Committee is also responsible for the development and implementation of the Company’s corporate governance guidelines. The Company’s corporate governance guidelines can be found on the Company’s website at https://www.thehackettgroup.com/about/governance/. The corporate governance guidelines implemented by the Nominating and Corporate Governance Committee contain criteria that the Committee employs to identify and recommend candidates to the Board. These criteria include:

Committee and the Board have alwayshas historically taken an approach that neither favors nor disfavors any particular color, race, creed, gender or other component of a nominee’s background such as skills and qualifications. The Board evaluates all candidates equally across all relevant factors and seeks members whose background, qualifications and skills will assist the Company in accomplishing its goals. The Board has engaged with shareholders on the topic of diversity, and in particular gender diversity. The Board and the Nominating and Corporate Governance Committee are committed to identifying and engaging a diverse field of director candidates when considering Board composition. Consistent with that commitment, Ms. Bofill was appointed to the Board of Directors in February of 2021. The number of seats on our Board of Directors was increased from six to seven in February of 2021 in connection with the appointment of Ms. Bofill.

The Nominating and Corporate Governance Committee is governed by a written charter. A copy of the charter can be found on the Company’s website at https://www.thehackettgroup.com/about/governance/.

Stock Ownership Guidelines

The Company’s corporate governance guidelines also contain stock ownership guidelines for the Company’s CEO and the outside members of the Board.CEO. Pursuant to these guidelines, the Company’s CEO is required to own a number of shares of the Company’s common stock equal in value to six times his annual base salary. Mr. Fernandez’s base salary for 2018 is $750,000. The Company’s outside Board members are required to own a number of shares of the Company’s common stock equal in value to three times their maximum annual cash compensation under the current Outside Director Compensation Program. For 2018, the maximum annual cash compensation is $40,000 for attendance at regularly scheduled Board and committee meetings. The Company’s CEO and its outside Board members (except Mr. Rivero) currently satisfysatisfies these requirements. Mr. Rivero will have until February 19, 2021 to meet the required level of stock ownership. The Company’s CEO and its outside Board members areis required to purchase shares in the open market to satisfy these guidelines if necessary. Once the guidelines are achieved, neither the CEO nor any outside Board member will not be considered to be out of compliance with these guidelines due to fluctuations in the Company’s stock price.

Policy Regarding Hedging and Pledging

The Company’s corporate governance guidelines also contain hedging restrictions that prohibit directors and officers of the Company from, directly or indirectly, engaging in hedging transactions with respect to securities of the Company. A hedge transaction is defined as the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or any transaction that hedges, offsets, or is designed to hedge or offset, any decrease in the market value the Company’s common stock. The Company’s corporate governance guidelines also contain pledging restrictions that prohibit directors and officers of the Company from pledging securities of the Company as collateral for a loan or otherwise using securities of the Company to secure a debt (e.g., to secure a margin loan) without the prior written approval of the Audit Committee.

Code of Conduct and Ethics

The NominatingCompany has adopted a Code of Conduct and Corporate Governance CommitteeEthics that is governed by a written charter.applicable to all directors, officers and employees of the Company and complies with the requirements of Section 406(c) of the Sarbanes-Oxley Act. The Code of Conduct and Ethics reflects the Company’s policy of dealing with all persons, including its customers, employees, investors, regulators and vendors, with honesty and integrity. A copy of the charterCompany’s Code of Conduct and Ethics can be found on the Company’s website at https://www.thehackettgroup.com/about/governance/. The Company intends to post amendments to or waivers from the Code of Conduct and Ethics that are applicable to the Company’s CEO, CFO or Controller on its website in accordance with SEC rules..

Other MattersMatters

During the fiscal year ended December 29, 2017,January 1, 2021, the Board, Audit Committee and Compensation CommitteeCommittees each held 5 meetings and the Nominating and Corporate Governance Committee held 4 meetings. During that period, no director attended fewer than 75% of the total number of all meetings of the Board and any committee on which he served. The Company’s independent directors regularly meet as a group in executive session outside of the presence of management.

The Company’s shareholders may communicate with its Board members via written correspondence mailed to the Company’s corporate headquarters at 1001 Brickell Bay Drive, 30^th30th Floor, Miami, Florida 33131.

Historically, all regularly scheduled meetings of the Board and its committees have been held in person, and, all of the Company’s directors arehave been expected to attend the annual meeting of shareholders in person. Since the beginning of the COVID-19 pandemic all regularly schedule meetings of the Board and its committees have been held via video conference. Our CEO, CFO and Secretary are expected to attend the 2021 annual meeting in person with our other directors attending via video conference. As part of the Company’s precautions regarding COVID-19, our directors attended the 2020 Annual Meeting of Shareholders via teleconference except for our CEO who was present in person. All of the Company’s directors attended the 20172020 Annual Meeting of Shareholders.

https://www.thehackettgroup.com/about/governance/. The Company intends to post amendments to or waivers from the Code of Conduct and Ethics that are applicable to the Company’s CEO, CFO or Controller on its website in accordance with SEC rules.

COMPENSATION COMMITTEECOMMITTEE REPORT

The Compensation Committee met with management to review and discuss the Compensation Discussion and Analysis below. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for its fiscal year ended December 29, 2017,January 1, 2021, and the Board has approved that recommendation.

Respectfully submitted,

Compensation Committee

John R. Harris, Chairman

Maria A. Bofill

Richard N. Hamlin

Robert A. Rivero

Alan T.G. Wix

data on total compensation for similar executive positions. This data consisted of annual salary, short-term incentives, long-term incentives, and pay mix. Data was obtained from total compensation information of similarly sized publicly traded companies including a subset of the Company’s historical peer group and the most recent Institutional Shareholder Services peer group.group at that time. In addition to Mr. Bloedorn’s analysis, the BoardCompensation Committee also considered the Company’s direct competitor group which consistsconsisted of primarily private and much larger consulting groups such as McKinsey, Bain, BCG and the consulting arms of PwC, Deloitte, E&Y and KPMG. In reviewing external data, the CompanyCompensation Committee does not engage in direct benchmarking to establish compensation levels or make specific compensation decisions for several reasons. TheOne such reason is that the Company has a unique structure, set of skill requirements and differs from many of the larger size surveyed companies. Also, many of the Company’s peer competitors are either privately held or are consulting divisions of companies that are significantly larger than the Company, such as Bain, McKinsey, BCG, Accenture and the consulting groups of the Big Four accounting firms. These companies may not provide public data that can be used for comparative purposes. Instead, the CompanyCompensation Committee reviews survey data to gain a better understanding of general compensation practices. In establishing executive compensation, the Compensation Committee takes into account a number of considerations, including individual and Company performance, experience, responsibilities, retention and the lack of a retirement benefits program. Periodic review of external market data is, however, considered to be a necessary point of reference. It is the Company’s preference that performance rather than benchmarking data drive executive compensation. Based on its analysis and advice it received from Mr. Bloedorn’s overall conclusion confirmedBloedorn, the Committee’s beliefCompensation Committee determined that 2017its compensation structure and compensation levels were appropriate for the Company. An independent compensation consultant was not engaged in connection with the Compensation Committee’s approval of the 2021 executive compensation programs, however, the Company continues to rely on the conclusions of Mr. Bloedorn to make executive compensation decisions.

The Compensation Committee has determined that the consultantsadvisors retained or consulted by the Committee and its advisers are independent and raise no conflict of interest concerns. Mr. Bloedorn does not provide any services to the Company other than those services for which it was retained by the Committee. See “Role of Consultants” below for additional information regarding the Compensation Committee’s use of external consultants in connection with the Company’s incentive compensation program.Committee.

The Elements of Executive Compensation at the Company

Overview

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

CashPerformance-based cash awards and equity bonusesrestricted stock awards are tied to the achievement of pro-formapro forma diluted net earnings per share targets based on a Board-approved annual operating plan. Pro-formaPro forma diluted net earnings per share is defined as net

income before income from discontinued operations, if applicable, and does not includeexcludes restructuring costs or benefits,charges and asset impairments, acquisition-related adjustments, non-cash stock compensation expense, including stock appreciation rights (“SARs”) expense, the amortization of intangible assets and includes a long-term effective cash tax rate. Pro-formaPro forma diluted net earnings per share is based on weighted average common and common equivalent shares outstanding. In addition, the Compensation Committee retains the right to exclude the impact of certain nonrecurring events from the pro-formapro forma diluted net earnings per share calculation

when, in the opinion of the Compensation Committee, inclusion would not accurately reflect the core operating performance of the Company. The Company believes that pro-formapro forma diluted net earnings per share is the best measure of truecore operating performance and therefore the most appropriate metric for determining incentive compensation.

On an annual basis, the Compensation Committee evaluates and establishes the threshold and target achievement levels for the Company’s incentive compensation program for its named executive officers, which consist of its CEO, COO and CFO, which it refers to as “Commence,” “Goal” and “Superior.” If the Company’s performance falls short of the established goals for business growth, then the bonus compensation paid in connection with the program is reduced or no bonuses are paid at all. Payouts are interpolated if results fall between performance levels and extrapolated for performance exceeding the Superior level. The Company believes the targets established for the executive team, including theits named executive officers, are challenging. This program has been in effect for thirteensixteen years. In two of those years, no bonuses were paid to itsthe named executive teamofficers as the Commence performance target was not achieved. In fourseven of those years, over which average pro-forma earnings per share growth exceeded 10%, a prorated bonus was paid based on results which were between the Commence and the Goal targets. InExcluding 2020, in two of those years, over which average pro-forma earnings per share growth exceeded 26%, the Goal target was achieved. In five of those years, over which average pro-formapro forma earnings per share growth exceeded 133%, the Company’s performance exceeded the Superior target. Excluding 2010, when pro-formapro forma earnings per share growth was 476%, the average pro-formapro forma earnings per share growth over the other four years in which Superior targets were achieved exceeded 47%.

The Compensation Committee targets an even balance between the cash and equity incentive award opportunities included in the Company’s compensation programs weightingoverall but weights the equity component more heavily in the case of its CEO and COO. A key feature of thePerformance-based equity grants for the named executive officers is that performance-based awards also vest one third per year beginning on the first anniversary of the grant date. Performance-based grants issued to employees, other than the Company’s named executive officers, typically vest over a three or four-year period, based on the recipient’s individual compensation program, with the exception of the Company’s senior leadership program, which was introduced for 2020, that vests a portion of the participant’s annual equity opportunity after the conclusion of the compensation year subject to the achievement of personal management objectives established for each individual. For 2021, eleven individuals will participate in this program. Our named executive officers do not participate in this program. All restricted stock unitequity grants, other than those issued upon hiring, are issued based on the achievement of Company, practice or individual performance goals, or any combination thereof.thereof or extraordinary individual contribution. Vesting is contingent on continued employment. The Company regards this vesting period as an important retention tool. More importantly, the Company believes that incentive compensation that is paid in the form of equity that vests over three or four years serves as a meaningful long-term incentive, the ultimate value of which is directly correlated to the price of the Company’s common stock.stock at the end of the vesting period. This rewards employees for increasing shareholder value. A heavier weighting on the incentive equity component ties a greater portion of the Company’s CEO and COO’s ultimate compensation to the ability to deliver increased shareholder value over the vesting period. To further ensure the alignment of the CEO’s interests with those of the Company’s shareholders, the Board of Directors has adopted stock ownership guidelines that require the CEO to own a number of shares equal in value to six times his annual base salary. The CEO is currently in compliance with this guideline.these guidelines.

Annual Compensation

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

Base Salaries

The salaries payable to the Company’s named executive officers are generally recommended to the Board by the Compensation Committee during the first quarter of each fiscal year. Each of the named executive officers is a party to an employment agreement that establishes a minimum salary level for the named executive officer. The employment agreements do not provide for any guaranteed increases to base salaries. Messrs. Fernandez, Dungan and Ramirez’s base salaries in 20172020 were $750,000, $525,000 and $300,000,$400,000, respectively. The CEO’s base salary was last increased in 2005. The COO’s last salary increase was in 2006. The last increase to the CFO’s salary occurred in 2020.

The Company believes the base salaries it currently pays to its named executive officers are at market competitive levels for companies of similar size within its industry. See the “Summary Compensation Table” on page 2119 of this proxy statement and the related footnotes for additional information about base salaries.

Incentive Compensation

The Company’s annual incentive program reflects the Compensation Committee’s belief that a significant portion of the named executive officers’ compensation should be tied to company performance. For 2017,2020, variable, non-guaranteed performance-based compensation paid to Messrs. Fernandez and Dungan represented 72%59% and 66%52%, respectively, of their total compensation. The annual incentive component of the Company’s compensation program consists of annual performance-based cash incentive awards and performance-based equity incentive grants in the form of restricted stock units that vest over a three-year period commencing on the first anniversary of the grant date. These performance-based cash and equity opportunities are tied to the achievement of pro-formapro forma diluted net earnings per share targets based on a Board-approved operating plan. Each participant in the Company’s executive compensation program has target cash and equity incentive opportunities expressed as a percentage of salary. Cash and equity payouts are based on the dollar amount of the opportunity earned based on target levels achieved. For our CEO and COO, the equity opportunities have historically been more heavily weighted than the cash opportunities, including 2017.in 2020. Performance-based equity incentive awards earned are expressed in a dollar amount areand divided by the Company’s share price on the date of grant to calculate the equity incentive grant in the form of restricted stock units, the value of which is ultimately determined by the Company’s stock price on the date of vesting.

Customary Employee Benefits

The named executive officers, like the rest of the Company’s employees, receive certain customary employee benefits. For 2017,2020, these benefits included health, dental and vision coverage, prescription drug plans, life insurance, flexible spending accounts, short-term and long-term disability insurance and a 401(k) plan. The Company covers approximately 60% of the total cost of the health benefits for its U.S.-based employees, including its named executive officers. In other geographies, the Company’s compensation and benefits packages vary by country and are based on market standards, local custom and legal requirements in the jurisdiction. The Company does not provide for any special retirement-related benefits, such as pensions or 401(k) contribution matches, for its senior executives.

No Perquisites

The Company does not provide any executive perquisites.

Role of Consultants

In 2017, the Committee retained John Bloedorn, an independent compensation consultant formerly with Mercer who was involved with the development of the Company’s current executive compensation programs to gather relevant marketplace data on total compensation for similar executive positions. This data consisted of annual salary, short-term incentives, long-term incentives, and pay mix. Data was obtained from total compensation information of similarly sized publicly traded companies, including a subset of the Company’s peer group established by Institutional Shareholder Services. An independent compensation consultant was not engaged in connection with the Compensation Committee’s approval of the 2018 executive compensation programs which are unchanged from 2017 except for the “Commence”, “Goal” and “Superior” target levels. See “Executive Compensation Decisions for 2018” on page 19 of this proxy statement.

Mr. Bloedorn’s overall conclusion confirmed the Committee’s belief that 2017 compensation levels were appropriate for the Company.

With respect to the 2017 review, the consultant did not perform any services on behalf of management and did not have any potential business conflicts that would affect its role as an independent advisor.

Shareholder “Say on Pay” Vote

In the “Say on Pay” vote provided by the Company at its 20172020 annual meeting of shareholders, our shareholders approved the compensation of the Company’s executives as disclosed in the Company’s proxy statement for the meeting, with approximately 77%98% of the votes cast in favor. The Compensation Committee considered the results of this vote in setting the compensation of the Company’s named executive officers and decided to maintain the structure of the Company’s current executive compensation programs for fiscal year 2018.2021.

Executive Compensation Decisions for 20172020

Base Salary

The Compensation Committee believes that the base salaries of the Company’s named executive officersCEO and COO remain at market competitive levels for companies of similar size within the Company’s industry. Accordingly,At its meeting held on February 12, 2020, the Compensation Committee decided notapproved an increase in the CFO’s salary to $400,000 effective January 1, 2020. The last increase to the named executive officers’ base salariesCFO’s salary occurred in 2017, and their base salaries will remain unchanged for 2018 as well.2010.

Incentive Compensation

Each participant in the Company’s executive compensation program has cash and equity incentive opportunities expressed as a percentage of salary that are tied to specified performance targets. For 2017,2020, variable compensation paid to Messrs. Fernandez, Dungan and Ramirez in the form of cash and restricted stock units subject to a three-year vesting period represented 72%59%, 66%52%, and 49%44%, respectively, of their total compensation as reported in the Summary Compensation Table.

At its meeting held on February 17, 2017,12, 2020, the Compensation Committee reviewed and approved the 2020 base salaries and cash and equity incentive plan targets and opportunities for the Company’s named executive officers as well as for the Company’s other senior leaders. TheConsistent with prior years, the Compensation Committee specifically approved a program for itsthe Company’s named executive officers that, in addition to base salaries, would pay annual cash and equity bonusesincentive awards in connection with the achievement of 2017 pro-formachallenging 2020 pro forma diluted net earnings per share performance targets. For 2017,Under the program terms approved on February 12, 2020, the Company’s annual pro forma net earnings per share would have had to improve at least 13% from the 2019 annual pro forma net earnings per share adjusted to $0.97 in order for the named executive officers to earn their “Goal” level cash and equity performance incentive awards. With an increase of at least 20% from the 2019 annual pro forma net earnings per share adjusted to $0.97 the named executive officers would have earned their “Superior” level cash and equity performance incentive awards. The Compensation Committee established these performance targets established byfor 2020 without the benefit of being able to consider the impact of the COVID-19 pandemic on the Company’s results of operations for 2020.

In light of the COVID-19 pandemic, the Compensation Committee were $1.05 and $1.13,

respectively. Thesereviewed the previously established performance targets represented a 12% and 20% improvement overto determine whether they appropriately align the Company incentive compensation including executive compensation opportunities with the Company’s prior year actual pro-formacurrent forecast and objectives. As a result of that review, at its meeting on July 30, 2020, the Compensation Committee established new annual targets and made other revisions to the program.

Under the revised program, the Company’s total pro forma diluted net earnings per share results, respectively. In lightfor the first, third and fourth quarters of its continued emphasis on performance-based compensation, instead2020 must have met or exceeded the total pro forma diluted earnings per share for the first, third and fourth quarters of increasing base salaries,2019 in order for the named executive officers to have earned their “Goal” cash and equity performance incentive awards. The Compensation Committee approved a 20% increase inbelieved that this Goal opportunity would effectively have required the achievement of an annual pro forma diluted earnings per share target for fiscal 2020 that was very aggressive given the significant demand volatility and uncertainties. The annual cash and equity incentive opportunitiescompensation earned at the revised Goal target would equal seventy-five (75%) of the Goal opportunity previously approved by the Compensation Committee on February 12, 2020. This was also the maximum that could be earned under the revised program. Under the revised program, the “Superior” cash and equity performance incentive award level was eliminated for our named executive officers2020.

The Compensation Committee believed the revised program was better aligned with the updated outlook for 2017.the Company given the business disruption from the COVID-19 pandemic and also ensured that the program continued to serve as a performance driver for 2020, with challenging goals.

20172020 Performance Outcomes

In 2017,2020, the Company generated net revenue, pro-forma EBITDA and pro-forma netpro forma diluted earnings per share of $263.3 million, $48.9 million and $1.00$0.24 per share, respectively. The Company had net revenue growth in 2017 of 1.3% with corresponding pro-forma diluted net earnings$0.17 per share growthand $0.23 per share for the first, third and fourth quarters of 6%2020, respectively, compared to $0.22 per share, $0.27 per share and pro-forma EBITDA growth$0.24 per share for the first, third and fourth quarters of 4%.2019, respectively. In accordance with the revised targets established by the Compensation Committee, the Company’s actual 2017 pro-formapro forma diluted net earnings per share utilized by the Compensation Committee resulted in the payment of 79%59% of the “Goal” level payout under the Company’s 20172020 revised executive compensation plan. Please refer to Appendix A, “Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results” for a reconciliation of adjusted results, including pro forma diluted earnings per share, to reported GAAP results for 2020. In addition to his cash performance bonus received under the 2020 revised executive compensation program, Mr. Ramirez received a $100,000 cash bonus in recognition of his cash management performance efforts during the COVID-19 pandemic. This one-time only cash bonus was approved by the Compensation Committee. Mr. Ramirez was the only named executive officer to receive the bonus.

Executive Compensation Decisions for 20182021

At its meeting held on February 16, 2018,18, 2021, the Compensation Committee reviewed and approved 20182021 base salaries and cash and equity incentive plan targets for the Company’s named executive officers, as well as for the Company’s other senior leaders. Consistent with prior years, the Compensation Committee specifically approved a program for its named executive officers that, in addition to base salaries, would pay annual cash and equity incentive bonuses in connection with the achievement of specified 20182021 performance targets. The Compensation Committee chose to retain the pro-formaannual pro forma diluted net earnings per share as the performance target in the 20182021 program.

The Company’s Compensation Committee has once again established challenging performance targets for 2018.2021. The Company’s pro-formaannual pro forma diluted net earnings per share must improve at least 15%45% from 2017 actual results2020 in order for the named executive officers to earn their “Goal” cash and equity performance incentive awards. The Company’s pro-formaannual pro forma diluted net earnings per share must improve at least 23%67% from 2017 actual results2020 in order for the named executive officers to earn their “Superior” cash and equity performance incentive awards.

Timing of Equity Incentive Plan Awards and Discretionary Equity Awards

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

Tax and Accounting Considerations and Compensation Deductibility Policy

In evaluating compensation program alternatives, the Compensation Committee considered the potential impact on the Company of Section 162(m) of the Internal Revenue Code.Code (“Section 162(m)”), among other factors. Section 162(m) generally disallowsimposes a $1,000,000 per person limit on the annual tax deduction to public corporations for compensation over $1 million paid for any fiscal year to the corporation’s chief executive officerCompany’s CEO, CFO, and certain other namedcurrent and former executive officers (“covered employees”). At the time that the Compensation Committee implemented theofficers. Prior to January 1, 2018, certain “performance-based” compensation programs for the 2017 fiscal year,was excluded from Section 162(m) exempted qualifying performance-based compensation from the deduction limit’s limitation and was deductible if certain requirements were met.  However, this exception was repealed bymet, and the tax reform

legislation signed into law on December 22, 2017, generally referred to as the Tax Cuts and Jobs Act.  In addition, the Tax Cuts and Jobs Act generally expanded the numbergroup of persons considered to be covered employees under Section 162(m), which expansion now includes the chief financial officer, among others, as a covered employee.  As a result, it is uncertain whether compensation that the Compensation Committee originally intended to be structured as performance-based compensation under Section 162(m), or compensation paidsubject to the chief financial officer, will be deductible.limitation did not include the Company’s CFO or former executive officers.

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

Compensation Recovery

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, the Company can recoup, or “claw back,” those improper payments from the CEO and CFO. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) directed the SEC to craft new rules for recoupment in addition to that contained in the Sarbanes-Oxley Act. Notwithstanding the lack of final compensation recovery rules pursuant to Dodd-Frank, the Company

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

SUMMARY COMPENSATIONCOMPENSATION TABLE

GRANTS OF PLAN-BASED AWAAWARDS

RDS
FOR FISCAL YEAR 20172020

The following table sets forth information on the cash and equity grant awards issued to the named executive officers under the Company’s executive compensation plan for fiscal 2017.2020.

Equity Compensation Plan Information

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

The table below sets forth the following information as of December 29, 2017January 1, 2021 for (1) all compensation plans previously approved by the Company’s shareholders and (2) all compensation plans not previously approved by the Company’s shareholders:

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

POTENTIAL PAYMENTS UPON TERMINATIONTERMINATION OR CHANGE OF CONTROL

The tables below quantify (in U.S. dollars) the potential payments upon termination or a change in control of the Company for each of the named executive officers actively employed by the Company at the end of fiscal 2017.2020. All amounts are calculated assuming (i) a fiscal year-end 2017 termination date of December 29, 2017January 1, 2021 and (ii) the price per share of the Company’s securities was the closing market price as of that date. These payments are subject to the terms of the employment agreements that are summarized under “Narrative Disclosure to Summary Compensation Table and Plan-Based Awards Table” on page 2623 of this proxy statement.