ProxyMiner / Diff

Huron Consulting Group Inc. HURN

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$678,376

+10.4% year-over-year

Peer churn

+8 −18

Members added or dropped across all peer groups

Policy + metric churn

4

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

  • 2025 Peer Group

    — · 10 → 10 members

    2 kept · +8 · −8

    Added

    BLACKBAUD INC (BLKB) · LiveRamp Holdings, Inc. (RAMP) · CBIZ, Inc. (CBZ) · FTI CONSULTING, INC (FCN) · CRA INTERNATIONAL, INC. (CRAI) · RCM TECHNOLOGIES, INC. (RCMT) · Evolent Health, Inc. (EVH) · PC CONNECTION INC (CNXN)

    Removed

    CBIZ, Inc. (CBZ) · FTI CONSULTING, INC (FCN) · NXG NextGen Infrastructure Income Fund (NXG) · CRA INTERNATIONAL, INC. (CRAI) · Evolent Health, Inc. (EVH) · RCM TECHNOLOGIES, INC. (RCMT) · LiveRamp Holdings, Inc. (RAMP) · RESOURCES CONNECTION, INC. (RGP)

  • 2024 Peer Group

    — · 10 → 0 members

    0 kept · +0 · −10

    Removed

    CBIZ, Inc. (CBZ) · FTI CONSULTING, INC (FCN) · NXG NextGen Infrastructure Income Fund (NXG) · CRA INTERNATIONAL, INC. (CRAI) · ICF International, Inc. (ICFI) · Evolent Health, Inc. (EVH) · RCM TECHNOLOGIES, INC. (RCMT) · EXPONENT INC (EXPO) · LiveRamp Holdings, Inc. (RAMP) · RESOURCES CONNECTION, INC. (RGP)

Executive pay

Named executive compensation

ExecutiveStatusFromToΔ TotalΔ %Δ At-risk
C. Mark HusseyChief Executive Officer and President
ChangedCEO$6,519,978

2024

$7,198,354

2025

+$678,376+10.4%+0.3 pp
John D. KellyExecutive Vice President, Chief Financial Officer and Treasurer
Changed$2,953,933

2024

$3,107,723

2025

+$153,790+5.2%-0.8 pp
J. Ronald DailExecutive Vice President and Chief Operating Officer
Changed$2,480,995

2024

$2,443,106

2025

-$37,889-1.5%-0.7 pp
Ernest W. Torain, Jr.Former Executive Vice President, General Counsel and Corporate Secretary
Removed$1,106,871

2024

————
Hope KatzExecutive Vice President, General Counsel and Corporate Secretary
Added—$1,316,023

2025

———

Governance

Policy guardrails

  • hedging

    Changed

    prohibited → Not extracted

    “Hedging and Pledging”

  • change in control

    Unchanged

    Not extracted → Not extracted

    “upon termination of employment or change of control”

  • clawback

    Unchanged

    present → present

    “recoupment policy (commonly referred to as a "clawback policy") was amended and restated effective October 27, 2023 in accordance with Rule 10D-1 of the Securities Exchange Act of 1934 and Nasdaq listing standards”

  • compensation committee

    Unchanged

    Compensation Committee → Compensation Committee

    “functions of the Compensation Committee are to”

  • compensation consultant

    Unchanged

    independent → independent

    “independent compensation consultant”

  • pledging

    Unchanged

    Not extracted → Not extracted

    “Hedging and Pledging”

  • stock ownership guidelines

    Unchanged

    present → present

    “executive stock ownership requirements”

Performance markers

Metric facts

  • ceo pay ratio

    Changed

    58.7 to 1 → 80.2 to 1

    Numeric delta: +21.50

    “our median employee was $89,793. •Mr. Hussey’s annual total compensation, as reflected in the Summary Compensation Table included in this Proxy Statement, was $7,198,354. •Based on this information, the ratio of the annu…”

  • median employee compensation

    Changed

    $111,032 → $89,793

    Numeric delta: -21239.00

    “Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio repo…”

  • revenue

    Changed

    $116 → $1 million

    Numeric delta: +999884.00

    “derivative securities with respect to Huron’s stock and any other transaction that "hedges" the ownership in Huron’s stock or holding Company securities in a margin account or pledging Company securities as collateral fo…”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

46% shingled-prose overlap between the two filings.

2025: 84,320 chars · 2026: 82,184 chars

  • Committee Report:54% overlap (413 → 417 chars)
  • Pay Ratio (Item 402(u)):34% overlap (2,893 → 1,459 chars)
  • Say-on-Pay proposal:63% overlap (796 → 837 chars)

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

171 new234 changed217 removed262 unchanged
  • newFor 2025, Huron's named executive
  • newofficers were the following individuals:
  • newRonald DailEXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICERHope KatzEXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
  • changedHussey, Kelly, Dail and Ms. Katz Torainwere the only individuals who served as Huron executive officers during 2025. 2024.
  • new2025 Highlights
  • changeddrives Company-wide success and achieves achievegrowth while effectively managing risk and aligning with the long-term best
  • changedHuron’s performance in 2025 2024is highlighted by the following achievements.6,7 achievements.5
  • new$1.66B12% increase in Revenues before Reimbursable Expenses (RBR) from 2024, driven by growth across all three segments6.2%Net Income Margin in 2025, compared to 7.7% in 2024614.3%80 basis point increase in Adjusted EBITDA Margin7 from 2024$5.84GAAP Diluted EPS in 2025, compared to $6.27 in 20246$7.8321% increase in Adjusted Diluted EPS7 from 202439%2025 Total Shareholder Return
  • changedHuron Consulting Group Inc.352026 Inc.362025Proxy Statement
  • changedGeneral InformationProposal OneCorporate GovernanceProposal TwoExecutive CompensationProposal ThreeStockholder ThreeProposalFourProposalFiveStockholderProposalsOther Matters
  • new2025 Best Firms to Work For15 consecutive yearsCertified by Great Place To Work in the U.S., Canada, India, Singapore, and the U.K.America’s Best Midsized Companies 2025Consulting MagazineGreat Place to WorkTIME Magazine2025 Top Consulting Firms2025 Best Place to Work2025 Top Ranked Consulting FirmThe Consulting ReportGlassdoorManagement Consulted2025 Early Talent AwardsBest place for Gen Z to start their careers2025 World’s Best Management Consulting FirmMost Prestigious Consulting FirmsNorth AmericaHandshakeForbesVault
  • changedFor additional information on our commitment to our employees and shaping a more sustainable future, refer to our 2025 2024
  • changedpositions the Company to identify, attract, hire and retain the caliber of leaders needed to meet our strategic objectives and objectives.
  • newenhance stockholder value.
  • changedTherefore, it is imperative that Huron’s executives exemplify the company’s values and leadership principles,whilepossessing
  • changedprinciples, while possessing the expertise and experience necessary to successfully lead and engage a growing organization operatingacrossmultiple
  • changedoperating across multiple countries, each with its own unique business, economic, and regulatory landscape and complexities. landscape.
  • changedAs such, our compensation philosophy is focused on motivating and effectively rewarding our executives for their significant contributions,whilealigningtheirinterests
  • changedcontributions, while aligning their interests with the Company and our stockholders.
  • changedHuron Consulting Group Inc.362026 Inc.372025Proxy Statement
  • changedWhen determining 2025 2024executive compensation target levels and payouts, the
  • changed1234Align to Business StrategyEnable our “Team Huron” integrated operating model by holding leaders accountable for delivering challenging, but achievable, goals that align with the long-term interests of our stockholders.Attract and RetainAttract and retain extraordinary leaders who both model our Leadership Principles and enable our purpose-driven culture by providing a competitive total rewards program compared to companies with whom we compete for business and talent.Pay talentincluding,butnotlimitedto,ourcompensationpeergroup.PayforPerformanceReward leaders for delivering profitable growth and balance the achievement of financial and non-financial results, emphasizing our clients, communities and employees.Uphold Strong GovernanceImplement and execute on thorough practices that lie at the heart of what the Compensation Committee considers good governance as they review our compensation programs and adopt policies that mitigate risk and incentivize long-term results.
  • changedCompensation Committee and the board regularly review reviewsthe design and administration of Huron’s executive compensation programto
  • newprogram for alignment of the pay programs to this philosophy.
  • changedHuron Consulting Group Inc.372026 Inc.382025Proxy Statement
  • changedWhat We DoWhat We Do Not DoüAlign pay with performance with a significant majority of compensation at-risk and based on objective financial performance measuresûNo excise tax gross-upsüAppropriately balance short-term and long-term incentives ûNo hedging or pledging of Huron stocküAlign executive compensation with stockholder returns through performance-based equity grants that include minimum time-vesting requirementsûNo stock grants are "timed" or awards to be repricedüEstablish rigorous, achievable, and predominantly quantitative goals goals,that align with ensurefocused, measurable progress and overall organizational advancementûNo material executive perquisites not commonly available to the broader Huron employee population or to similarly situated key management employeesüRequire the annual incentive program funding to be capped at target payout if total shareholder return for the year is negativeûNo "evergreen" features or liberal share counting provisions within our equity planüPerform an annual risk assessment of our compensation programsûNo automatic grants to any participant within the equity planüMaintain robust stock ownership guidelinesüProvide only double-trigger benefits in a change of control eventüMaintain a clawback policy providing for recoupment of incentive-based compensationüRetain an independent compensation consultant to the boardüAdminister the equity plans through the Compensation Committee, which is comprised entirely of independent directorsüMitigate potential dilution of equity award grants through our share repurchase programüSolicit investor feedback on our compensation program and potential enhancements through an extensive stockholder engagement program
  • changedHuron Consulting Group Inc.382026 Inc.392025Proxy Statement
  • changedThe 2025 2024program design continued to align our NEOs' interests with those of the stockholders by maintaining a majority of
  • changedThe chart below illustrates the 2025 2024target mix of pay for the NEOs
  • changedunder the 2025 2024executive compensation program.
  • changed2025 2024NEO Pay Mix at Target
  • new86%
  • changedHuron Consulting Group Inc.392026 Inc.402025Proxy Statement
  • changedThe Compensation Committee, with support from management and an independent compensation consultant, consultants,is primarily
  • changedThese responsibilities were achieved through the following 2025 2024annual
  • changed•Review compensation peer group for consistency with Huron’s size, offerings and market for talent•Perform annual risk assessment of compensation programs•Review peer group, external market data and stockholder feedback related to our executive compensation program •Approve total target compensation for each named executive officer•Establish financial and strategic measures for 2025 2024AIP and 2025 2024– 2027 2026LTIP•Monitor performance against established AIP and LTIP targets to confirm whether ensurecompensation philosophy, principles and objectives are being met•Monitor compliance with executive stock ownership requirements•Review pay-for-performance alignment•Certify payout of 2025 2024AIP for each named executive officer based on actual achievement against pre-established targets•Certify payout of 2023-2025 2022-2024LTIP based on actual achievement against pre-established targets
  • changedJuly February- November 2024 December 2024 - February 2025
  • newFebruary - December 2025 February 2026
  • changedHuron Consulting Group Inc.402026 Inc.412025Proxy Statement
  • changedThe Compensation Committee has the sole authority to amend or terminate the services of its independent consultant.Role of ManagementOur CEO, along with thechiefhumanresourcesofficerandother members of senior leadership, supports supportthe Compensation Committee's design, review and evaluation of the executive compensation program.
  • changedThe Compensation Committee carefully reviews and deliberates on all recommendations provided by management.Additionally, to support the Compensation Committee's review and approval of the total cash and stock bonus pools available for the organization, and to help confirm whether ensuretheCompany-wide compensation programs appropriately balance stockholder returns and employee retention, the executive officers regularly review Company, industry and capability performance with the Compensation Committee.Role of Independent Compensation AdvisorThe Compensation Committee retains an independent compensation advisor to assist in the ongoing assessment of the executive compensation strategy and program.
  • changedPay Governance served as the Compensation Committee’s independent compensation advisor through April 2025, at which time the Compensation Committee retained Mercer (US) LLC to serve as its independent compensation advisor.The for2024.TheCompensation Committee annually assesses whether the independent advisor's work has raised any conflict of interest.
  • changedThe Compensation Committee has determined, based on its analysis of Nasdaq requirements, that the work of Mercer PayGovernanceand the individual compensation advisors employed by Mercer PayGovernanceas compensation consultants to the Company has not created any conflict of interest.Role of the Compensation Peer GroupThe Compensation Committee reviews external market data to inform its decisions about executive compensation, specifically to determine a range of pay, inclusive of salary, target annual incentives, and target long-term incentive awards.
  • changedTotal direct compensation, as well as the components thereof, are compared to similar roles and responsibilities for those of the Compensation Committee-approved peer group described below. below,aswellasRadfordGlobalTechnologysurveydataforcompanieswithcomparabletotalrevenuesasHuron.
  • changedThe peer group is comprised of U.S.-based companies who are business-to-business service providers in the Research and Consulting Services,HumanResourceandEmploymentServices, Health Care Technology, Health Care Services, Managed Health Care, IT Consulting and Other Services, Data Processing & Outsourced Service, Education Services, Financial Exchanges & Data, and Diversified Financial Services sectors, orApplicationSoftwareindustrysectorswith revenues within 0.4x 0.5xto 2.5x of Huron’s revenues, revenuesand with market capitalization within 0.1x 0.4xto 10x 4.3xof Huron’s market capitalization as of the review date.
  • changedFor 2025 2024executive compensation decisions, the Compensation Committee approved the addition of one twonew peer, Blackbaud, peers,Perficient,Inc.andR1RCM,Inc., as well as the removal of NextGen Healthcare, Veradigm,Inc. on the basis of the foregoing criteria.
  • changedBelow is the approved list of fifteen (15) 15companies that comprised our peer group for 2025 2024compensation.
  • changedHuron Consulting Group Inc.412026 Inc.422025Proxy Statement
  • changedcompensation as well as Huron's relative positioning of revenue and market capitalization to the selected peer group effective asofOctober2023whenthepeer
  • newas of July 2024 when the peer group was approved.
  • newBelow is the list of 15 companies that comprised our peer group for 2025 compensation.
  • changed2025 2024Peer GroupBlackbaud, Inc.Exponent, Inc.LiveRamp Holdings, Inc.CBIZ, GroupCBIZ,Inc.FTI Consulting Inc.Premier, Inc.NextGenHealthcare,Inc.CRA International, Inc.Heidrick & Struggles International, Inc.Perficient, Inc.Premier,Inc.Dun & Bradstreet Holdings, Inc.ICF International, Inc.R1 RCM, Inc.Perficient,Inc.Evolent Health, Inc.Korn FerryResources FerryR1RCM,Inc.Exponent,Inc.LiveRampHoldings,Inc.ResourcesConnection, Inc.
  • newHuron's relative positioning of revenue and market capitalization to the selected peer group as of July 2024 when the peer
  • newRevenues (Percentile)52ndq0255075100
  • newMarket Capitalization (Percentile)20thq0255075100
  • changedAt the 2025 2024Annual Meeting, 98% ~98%of votes castwere in support of our named executive officers' compensation ("say-on-pay"). ("say-on-
  • newWe
  • changedWeview these results as overwhelming support of our executive compensation practices, including their strong alignment between
  • changedalignmentbetweenour executives' pay and stockholder value.
  • changedAdditionally, at the 2023 annual meeting, a significant majority of votes cast were in
  • changedofvotescastwereinsupport of an annual advisory vote on executive officer compensation ("say-on-pay frequency"), and the board agreed that we
  • changedHuron'sBoardagreedthatwewill continue to listen carefully to our stockholders and hold our say-on-pay vote annually.
  • changedexecutive chairman chairman,chairoftheCompensationCommitteeand management team engage with our stockholders to seek their input, to remain well-informed of their
  • changedinput,toremainwell-informedoftheirperspectives, and to help increase their understanding of our business, our growth strategy, our executive compensation
  • changedstrategy,ourexecutivecompensationphilosophy and program, and our commitment to corporate governance and corporate social responsibility issues, among
  • newother priorities.
  • changedThroughout 2025, 2024,those stockholders who accepted our offer to meet during our investor outreach cycles represented
  • changedapproximately 45% 42.5%of our outstanding shares held by institutional investors as of December 31, 2025, 2024,including 16 15of our top
  • newThese conversations primarily focused on Huron’s refreshed growth strategy; our executive compensation
  • changedourexecutivecompensationprogram and company-wide compensation philosophy, including our use of equity; ongoing refreshment process for the board;
  • changedrefreshmentprocessfortheBoard;and corporate social responsibility and governance topics.
  • changedWe heard no concerns regarding our NEO pay programs.
  • changedThefeedback received through our stockholder outreach efforts is communicated to and considered by the board and helps inform
  • newour decisions and strategy.
  • changedWe will continue to listen carefully to our stockholders and incorporate their feedback into our
  • newdecisions about executive compensation.
  • changed8 See 6SeeAppendix A Cfor the definitions of organic revenues, revenue,adjusted EBITDA margin, and other non-GAAP financial measures included in this Proxy Statement, as well as their reconciliation to the most directly comparable GAAP financial measure.
  • changedHuron Consulting Group Inc.422026 Inc.432025Proxy Statement
  • changed2025 2024Executive Compensation Details
  • changed2025 2024Target Compensation Opportunity

Removed from 2025

  • For 2024, Huron's named executive officer team consisted of the following individuals:
  • Ronald DailEXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
  • Additionally, Ernest W.
  • Torain, Jr. served as Executive Vice President, General Counsel and Corporate Secretary through
  • March 15, 2024, at which time he left Huron, and Hope Katz took on the position of Corporate Vice President, Legal Affairs and
  • Corporate Secretary assuming the majority of Mr. Torain's responsibilities.
  • Effective January 1, 2025, Ms. Katz was appointed
  • 5 See Appendix C for the definitions of adjusted EBITDA margin, adjusted diluted earnings per share and free cash flows, and other non-GAAP financial measures included in this Proxy Statement, as well as their reconciliation to the most directly comparable GAAP financial measure.
  • 2024 Highlights
  • $1.49B9% increase in Revenues before Reimbursable Expenses (RBR) from 2023, driven by growth in Healthcare and Education segments7.7%320 basis point increase in Net Income Margin from 202313.5%120 basis point increase in Adjusted EBITDA Margin5 from 2023$6.2797% increase in GAAP Diluted EPS from 2023$6.4732% increase in Adjusted Diluted EPS5 from 2023$201M49% increase in Operating Cash Inflows from 2023$169M69% increase in Free Cash Flow5 from 2023$122MReturned $122 million to stockholders through share repurchases21%2024 Total Shareholder Return
  • 2024 Best Firms to Work For14 consecutive years2025 Best Places to WorkAmerica’s Best Companies - Mid-size 2024Consulting MagazineGlassdoorTIME Magazine2024 World’s Best Management Consulting Firms2024 America’s Best Management Consulting Firms2024 America’s Best Employers for WomenForbesForbesForbesBest Companies to Work For2024 - 20252025 Best Places to Work for Supporting Family Caregiving#4 in Consulting Internships 2024U.S. News & World ReportU.S.
  • News & World ReportVault
  • As such, our compensation philosophy is
  • ensure the pay programs adhere to this philosophy.
  • 84%
  • October - November 2023 December 2023 - February 2024
  • Below is the approved list of fifteen (15) companies that comprised our peer group for 2024 compensation as well as Huron's relative positioning of revenue and market capitalization to the selected peer group as of October 2023 when the peer group was approved.
  • We note
  • Huron's relative positioning within this peer group and the median total direct compensation of the executive officers within the
  • peer group were not materially impacted by the changes made.
  • Revenues (Percentile)q0255075100
  • Market Capitalization (Percentile)q0255075100
  • pay").
  • social responsibility issues, among other priorities.
  • These conversations primarily focused on the evolution of Huron’s operating model and long-term strategy;
  • We heard no concerns
  • considered by the Board and helps inform our decisions and strategy.
  • and incorporate their feedback into our decisions about executive compensation.
  • Mark Hussey1$950,000140%375%John D.
  • Kelly2$600,000115%220%J.
  • Ronald Dail3$675,00090%140%Ernest Torain4$450,00075%125%
  • salary, and 125% of salary, respectively.
  • (4)Mr. Torain’s 2024 target compensation was unchanged from 2023.
  • each executive in 2023, drive improved competitiveness by better aligning each executive’s total direct compensation with the
  • the executive's interests with the long-term interests of stockholders.
  • As such, the
  • metrics, and aligned the strategic measures to the core principles of Huron's business strategy.
  • As in the prior year, the
  • independently.
  • payout.
  • weighted component.
  • Actual Performance $1,483BqNo Payout EarnedMax Payout Earned$1.430B$1.500B$1.655B
  • Actual Performance 13.54%qNo Payout EarnedMax Payout Earned12.0%13.0%14.0%
  • 2024 Strategic Measures
  • Each of
  • objective, quantifiable goals.
  • GoalsWeightingAlignment of Strategic Priorities with Company StrategyLevel of AchievementAchievement DetailsTargetThresholdMaximumGrow Revenue40.0%•Focused on executing against our growth strategy, including accelerating growth in the healthcare and education industries, executing our commercial industry strategy, advancing our integrated digital platform, and executing programmatic M&A.•Achieved our growth goals related to advancing our five enterprise strategic imperatives, accelerating growth in healthcare and education industries, executing our commercial strategy, and advancing our integrated digital platform through the hiring of key roles.
  • •Did not achieve our commercial industry, digital capability or M&A revenue growth goals.61%Grow Margins25.0%•Focused on executing our margin expansion strategy to improve profitability and increase our investment capacity through our various operating levers (e.g., utilization, global delivery, scaling our SG&A, etc.).•Improved adjusted EBITDA margin7 by 120 basis points over 2023 through initiatives focused on utilization, pricing, global delivery and SG&A leverage.
  • Also, strengthened our global operations and resource management capabilities to further enable our ability to grow and scale.103%Grow People25.0%•Focused on advancing our commitment to our people and fostering a collaborative, inclusive culture while attracting, engaging, growing and retaining top talent to support our strategic objectives and growth goals, including focuses on attrition, engagement, succession and executing our people and talent strategy.•Achieved our priorities to advance our commitment to our employees in 2024, realizing low turnover, achieving strong employee engagement results, and executing on our succession plans to ensure a strong pipeline into senior leadership.
  • Also, continued to foster a culture of belonging and inclusivity, expanded our community outreach, and advanced our Team Huron strategy through a people and talent lens, including (but not limited to) advancing career journeys and evolving our performance management processes.146%Financial Strength10.0%•Focused on maintaining a strong, flexible balance sheet to support the achievement of Huron’s strategy while returning capital to stockholders and allowing for capacity for strategic tuck-in M&A.•Achieved our 2024 free cash flow7 and leverage goals.200%Total100%106.5%
  • Please note that in 2024, the Company revised the line item description of
  • revenues to rename revenues as revenues before reimbursable expenses.
  • This change had no impact on the performance
  • metric nor the performance goals under the current or prior year long-term incentive programs.
  • The line item description has
  • been revised below for consistent presentation.
  • The minimum amount of PSUs that could be
  • No PSUs will be earned
  • maximum performance on all financial measures.
  • 2022-2024 Performance Cycle
  • Actual Performance $3.980BqNo Payout EarnedMax Payout Earned$2.870B$3.375B$3.880B
  • Actual Performance $14.81qNo Payout EarnedMax Payout Earned$9.15$10.75$12.35
  • 2024-2026 Performance CycleUnder the 2024 long-term incentive program, 70% of the target long-term incentive program value was granted in the form of PSUs with a three-year performance period that ends on December 31, 2026, and 30% was granted in the form of RSUs with a three-year vesting period.
  • The final payout of the PSUs granted in 2024 will be determined at the end of the full three-year performance period based on performance against the predetermined, cumulative three-year goals for revenues before reimbursable expenses and adjusted diluted EPS, with 50-50 weighting.
  • As in prior years, we cannot disclose the details of the three-year goals at this time due to their material, non-public nature.Equity Award Grant PracticesAnnual awards under our long-term incentive (LTI) program for named executive officers are typically approved by the Compensation Committee during its February meeting, with a grant date of March 1, in accordance with our pre-established equity award grant schedule.
  • Mr. Torain departed from the Company effective March 15, 2024.
  • In connection with his departure, on March 10, 2024, Huron and Mr. Torain entered into a mutual separation agreement pursuant to which Mr. Torain became eligible for severance payments and benefits consistent with the terms of his senior management agreement for a termination without Cause.More information on our use of employment agreements, including the estimated payments and benefits payable to the named executive officers and the actual severance payable to Mr. Torain under his separation agreement, is provided under the "Potential Payments Upon Termination or Change of Control" section of this Proxy Statement.
  • separation from service.
  • Perquisites
  • Huron did not provide material perquisites over and above those commonly available to the broader Huron employee
  • population or similarly situated key management employees to any named executive officer in 2024.
  • The Company provides
  • enhanced disability and life insurance benefits to all of its managing directors, corporate vice presidents and executive officers.
  • Named executive officers and industry and capability leaders are also offered reimbursement of the cost of an annual
  • executive physical examination.
  • Clawback Provisions
  • The Company's incentive compensation recoupment policy (commonly referred to as a "clawback policy") was amended and
  • restated effective October 27, 2023 in accordance with Rule 10D-1 of the Securities Exchange Act of 1934 and Nasdaq listing
  • standards.
  • Furthermore, on February 14, 2025, the clawback policy was further amended to provide the ability to recover

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