HURON CONSULTING GROUP INC (HURN)
Sector: Industrials
2026 Annual Meeting Analysis
HURON CONSULTING GROUP INC · Meeting: May 8, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2022 (within 24-month exemption window has passed but tenure is under 4 years); no overboarding (2 public boards); stock performance trigger does not apply as HURN's 3-year return of +71.9% outperforms the disclosed peer group median by +98.5pp, far below the 65pp threshold needed to trigger a no vote; strong technology and healthcare qualifications relevant to Huron's business.
CEO and director since 2023; as an executive director he is subject to the same TSR trigger, but the trigger does not apply given HURN's peer-group outperformance of +98.5pp over 3 years; no overboarding (1 public board); highly relevant qualifications as CEO with deep Huron operating experience.
Long-tenured director (since 2006) with 19 years of service, but the TSR underperformance trigger does not fire — HURN's 3-year return of +71.9% outperforms the peer group median by +98.5pp, well below the 65pp threshold required; no overboarding (1 public board); strong financial services and venture capital expertise is relevant oversight experience.
Director since March 2022; TSR trigger does not apply given strong peer-group outperformance; serves on 2 public boards, within the limit; brings deep CFO and healthcare financial expertise directly relevant to Huron's largest client industries.
Long-tenured director (since 2004, 21 years), but the TSR trigger does not fire as HURN outperforms its peer group by +98.5pp over 3 years; serves on 3 public boards, within the 4-board overboarding threshold; former CFO and COO experience provides valuable governance oversight.
Employee director (Vice Chairman) since 2009; TSR trigger does not apply given strong peer-group outperformance; no overboarding concern (1 public board, all other affiliations are private/non-profit); founding member and former CEO brings deep institutional knowledge.
Director since 2018 and Non-Executive Chairman since January 2025; TSR trigger does not apply; no overboarding (1 public board); extensive CEO and turnaround leadership experience across multiple industries supports effective board oversight.
Director since 2014; TSR trigger does not apply given HURN's strong peer-group outperformance; serves on 2 public boards, within the limit; legal and governance expertise as Stanford University's General Counsel is highly relevant to Huron's healthcare and education client base.
All eight director nominees receive a FOR vote. HURN's 3-year stock return of +71.9% outperforms the company-disclosed peer group median by +98.5 percentage points, far exceeding the 65pp threshold required to trigger a no vote under the strong-positive TSR category. No director is overboarded, all independent directors serving on audit or compensation committees are properly classified as independent, attendance was at least 75% for all directors, and the board discloses a comprehensive skills matrix. No familial relationships with senior management were identified.
Say on Pay
✓ FORCEO
C. Mark Hussey
Total Comp
$7,198,354
Prior Support
98%%
CEO total compensation of approximately $7.2 million is reasonable for the head of a $2.2 billion market cap professional services firm, and the pay structure is heavily weighted toward variable, performance-linked pay — approximately 86% of CEO target compensation is at-risk through annual bonuses and long-term equity awards, well above the 50-60% minimum threshold. The long-term incentive program uses meaningful multi-year performance conditions (3-year cumulative revenue and adjusted earnings per share targets), the 2023-2025 performance cycle paid out at 180% of target reflecting genuine outperformance, and total shareholder return was +39% in 2025 and +71.9% over three years, strongly outperforming the company's disclosed peer group. The company has a robust clawback policy, no problematic perquisites, and received 98% shareholder support at last year's say-on-pay vote, indicating broad investor satisfaction with the compensation program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,152,000
Non-Audit Fees
$393,000
Non-audit fees (tax fees of $389,000 plus all other fees of $4,000 = $393,000) represent approximately 18% of audit fees ($2,152,000), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $2.2B market cap company. Auditor tenure is not disclosed in the proxy filing, so the tenure trigger cannot fire per policy. No material financial restatements were identified.
Overall Assessment
Huron Consulting Group's 2026 annual meeting presents a clean ballot with no contested issues. All eight director nominees receive FOR votes driven by strong stock performance significantly outpacing the company's disclosed peer group over three years, and the say-on-pay and auditor ratification proposals both pass all policy screens comfortably, supported by a well-structured pay-for-performance compensation program and a low non-audit fee ratio.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing