To elect to the board of directors the two persons nominated by the board of directors to serve as Class I Directors;

To approve the Company’s Amended and Restated 2012 Omnibus Incentive Plan;

An advisory vote to approve the Company’s executive compensation;

An advisory vote on the frequency of the advisory stockholder vote to approve the Company’s executive compensation;

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and

To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

Important Notice Regarding the Availability of

Proxy Materials for the Stockholder Meeting to be

Held on May 5, 2017

The Proxy Statement and Annual Report to Stockholders are

available at www.edocumentview.com/HURN

GENERAL INFORMATION ABOUT THE MEETING

Quorum and Voting Requirements

PROPOSAL 1 — ELECTION OF DIRECTORS

Board of Directors

About the Board

Nominees to Board of Directors

Directors Not Standing for Election

Executive Officers

Director Independence

Board Leadership Structure and Risk Oversight

Board Meetings and Committees

Director Resignation Policy

Stockholder Communications Policy

Diversity of Board Skills and Experience

Compensation of Directors

Director Compensation Table

Section 16(a) Beneficial Ownership Reporting Compliance

Stock Ownership of Certain Beneficial Owners and Management

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

2016 Summary Compensation Table

2016 Grants of Plan-Based Awards

2016 Outstanding Equity Awards at Fiscal Year-End

2016 Option Exercises and Stock Vested

2016 Nonqualified Deferred Compensation

Potential Payments upon Termination or Change of Control

Compensation Committee Interlocks and Insider Participation

Certain Relationships and Related Transactions

Audit and Non-Audit Fees

Policy on Audit Committee Preapproval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

Report of the Audit Committee

SUBMISSION OF STOCKHOLDER PROPOSALS

OTHER MATTERS

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 5, 2017

H. Eugene Lockhart

Senior Advisor and Partner, General Atlantic LLC

Age 67, Director since 2006

George E. Massaro

Vice Chairman of the Board, Huron Consulting Group Inc.

Age 69, Director since 2004

Not Standing for Election

John S. Moody

Chief Executive Officer, Parkside Capital

Age 68, Director since 2005

Debra Zumwalt

Vice President and General Counsel, Stanford University

Age 61, Director since 2014

James D. Edwards

Retired Managing Partner—Global Markets at Arthur Andersen LLP

Age 73, Director since 2004

John McCartney

Non-executive Chairman, Huron Consulting Group Inc.

Age 64, Director since 2004

James H. Roth

Age 59, Director since 2009

Chief Executive Officer and President of Huron Consulting Group Inc. and Huron Consulting Services LLC, our principal operating subsidiary

A

Audit Committee

_C

Chairman

C

Compensation Committee

N&CG

Nominating and Corporate Governance Committee

H. Eugene Lockhart

Director since October 2006

Audit Committee (Chair)

Compensation Committee (Member)

Professional Experience

In November 2013, Mr. Lockhart became Senior Advisor and Partner at General Atlantic LLC, a leading global growth investment firm. In October 2013, he founded and became Chairman of MissionOG LLC, a growth stage investment firm. From 2002 until 2012, Mr. Lockhart was a venture partner at Oak Investment Partners, a venture capital firm. His prior positions include president of Global Retail Bank at Bank of America, as well as president and chief executive officer of MasterCard International. Through these investment firms, Mr. Lockhart has been actively involved in overseeing the management of high growth private companies, including NetSpend, Argus Information, Community Choice Financial, CLIP, DemystData, Factor Trust, Avant, BillDesk, and others.

Board Service

Mr. Lockhart was appointed to the board of Metro Bank PLC, a retail bank operating in the U.K., in March 2011, where he presently serves as the Chair of the risk and audit committee. He had served on the board of Aaron’s, Inc., a lease-to-own retailer of furnishings, electronics and appliances, from August 2014 until May 2016. He previously served as a director and audit committee chairman of RadioShack Corporation, a retail seller of consumer electronic goods and services, until March 2015. He had served on the board of Asset Acceptance Capital Corp., a purchaser of accounts receivable portfolios, until its June 2013 merger with Encore Capital Group, Inc., and also served on the board of IMS Health Incorporated, a global provider of information solutions to the pharmaceutical and healthcare industries, until February 2010. Mr. Lockhart has served on numerous philanthropic boards, including serving in the past as the Chair of the Thomas Jefferson Foundation (Monticello) and the Chairman of the Darden School Foundation at the University of Virginia. He is currently serving as the Chairman of Academic Affairs for the State Council of Higher Education of Virginia (SCHEV).

Education

Mr. Lockhart received a B.S. in Mechanical Engineering from the University of Virginia and an MBA from The Darden Graduate School of Business at the University of Virginia. In addition, Mr. Lockhart is a CPA, licensed in the Commonwealth of Virginia.

Individual Contributions

Mr. Lockhart brings to Huron’s board his broad experience overseeing and growing companies in which he represents venture capital investors, his experience as chief executive officer of leading corporations, and his service on the boards of companies and foundations in such fields as healthcare, education, pharmaceuticals, and financial services. In addition, as a former executive and chairman of some of the world’s most recognized companies, Mr. Lockhart contributes to Huron his many contacts, including those with investors.

George E. Massaro

Director since October 2004

Nominating and Corporate Governance Committee (Member)

Professional Experience

Mr. Massaro has served as Vice Chairman of Huron’s board since May 2010, and had previously served in the role from March 2005 until July 2009. In the interim, he had served as Non-executive Chairman of Huron during a period of transition. Mr. Massaro joined the Company in August 2002 as a managing director, served as Chief Operating Officer from June 2003 until March 2005, and ceased his employment with Huron in February 2009. Prior to joining Huron, Mr. Massaro served as the managing partner of Arthur Andersen LLP’s 1,200-person New England practice from 1998 to 2002 and managing partner of the Boston office from 1995 to 1998. Mr. Massaro has served clients in the financial services and high-technology industries.

Board Service

Mr. Massaro has served as a director of Charles River Laboratories, a provider of research products and preclinical services for the biomedical community, since 2003. He also serves on the board of directors of Eastern Bank Corporation, an independent mutual bank holding company in New England. Mr. Massaro is a member of the board of trustees of Mount Auburn Hospital in Cambridge. In addition, he is a member of the finance committee of the Archdiocese of Boston.

Education

Mr. Massaro received a B.A. in Accounting and Finance from Bentley College and an MBA from Babson College.

Individual Contributions

As the former Chief Operating Officer of Huron from 2003 to 2005, Mr. Massaro possesses a unique understanding of Huron’s business and history. His many years of experience in public accounting and management of a professional services practice, as well as his service on the boards of healthcare and pharma-centered institutions, enable him to provide a broad range of business insights as well as contacts in the business community.

John S. Moody

Director since October 2005

Audit Committee (Member)

Compensation Committee (Member)

Professional Experience

Since January 2014, Mr. Moody has been chief executive officer of Parkside Capital, formerly known as ProTerra Realty, a fund manager investing in real estate in Houston, Texas. He had previously served as president of Parkside Capital since January 2007. From 2004 until October 2005, Mr. Moody served as president and chief executive officer of HRO Asset Management, LLC, a real estate advisory business. From 2001 to 2004, Mr. Moody served as president of Marsh & McLennan Real Estate Advisors, Inc., a business that directed the execution of real estate projects and transactions for Marsh & McLennan. From 1995 to 2000, Mr. Moody was president and chief executive officer of Cornerstone Properties, Inc., a REIT that acquired, developed and operated large-scale Class A office buildings in major markets throughout the United States and that merged into Equity Office Properties Trust.

Board Service

In November 2015, Mr. Moody was appointed chairman of the board of Four Corners Property Trust, Inc., a public real estate investment trust, where he also serves as chairman of the compensation committee. Mr. Moody joined the board of Hines Global REIT, a privately owned real estate investment, development and management company, in June 2009. He joined the board of directors of Potlatch Corp., a real estate investment trust, in September 2006, and in January 2009, he assumed the role of vice chairman of Potlatch Corp. From 2001 to 2005, Mr. Moody served on the boards of directors of three publicly held REITs: Keystone Property Trust, CRIIMI MAE, Inc., and Equity Office Properties Trust.

Education

Mr. Moody received a B.A. in History from Stanford University and a J.D. with honors from The University of Texas School of Law.

Individual Contributions

Mr. Moody has spent the majority of his career working with real estate related businesses. He has served on multiple boards of directors, including serving as chairman and vice chairman, of companies organized as real estate investment trusts engaged in commercial real estate, as well as a company offering diversified forest products. As the former chief executive officer of a public company which owned Class A office buildings throughout the United States, as well as a professionally trained real estate and corporate attorney with broad experience in the capital markets, Mr. Moody has provided introductions to his many business contacts.

Debra Zumwalt

Director since October 2014

Compensation Committee (Chair)

Nominating and Corporate Governance Committee (Member)

Professional Experience

Since 2001, Ms. Zumwalt has been the Vice President and General Counsel of Stanford University and is in charge of the legal services provided to the University and its two affiliated hospitals with combined annual revenues of over $9 billion. Ms. Zumwalt is a member of the University Cabinet and provides governance, legal and strategic advice to the boards of the University, Stanford Health Care, Lucile Packard Children’s Hospital at Stanford and Stanford Management Company, which manages over $24 billion in assets. Ms. Zumwalt is also a member of the Board of Overseers for SLAC National Accelerator Laboratory at Stanford, and a director of SUMIT Holding International, LLC and SUMIT Insurance Company Ltd., a holding company and captive insurance company providing insurance coverage for the Stanford hospitals and physicians. From 1993 to 2001, Ms. Zumwalt was a partner at Pillsbury Winthrop LLP, where she specialized in complex civil litigation and higher education law, and for whom she served as managing partner of the Silicon Valley office and a member of the firm’s governing board. Previously, from 1987 to 1993, Ms. Zumwalt was Senior University Counsel at Stanford, responsible for advising and representing the University in connection with congressional hearings, criminal and civil investigations, negotiations and litigation matters. Prior to joining Stanford in 1987, Ms. Zumwalt worked as litigation counsel for Chevron Chemical Company and as a litigation associate for Pillsbury Winthrop LLP in San Francisco.

Board Service

Ms. Zumwalt is currently a director of Exponent, Inc., an engineering and scientific consulting company. She is also on the boards of the American University of Afghanistan and the Academy of Art University and has served on other nonprofit boards in education and legal services.

Education

Ms. Zumwalt received a B.S. in Political Science from Arizona State University and a J.D. from Stanford Law School.

Individual Contributions

As a practicing attorney and in-house counsel to a university with two affiliated hospitals, Ms. Zumwalt is able to share with the Huron board a depth of experience negotiating the challenges faced by both higher education and healthcare organizations. Through her former service as a court appointed arbitrator and bar association president, as well as her current roles as director on corporate and academic boards, Ms. Zumwalt contributes a unique perspective on the law and governance.

James D. Edwards

Director since October 2004

Nominating and Corporate Governance Committee (Chair)

Professional Experience

Mr. Edwards retired in 2002 as managing partner—global markets of Arthur Andersen LLP, a position he had held since 1998. Mr. Edwards began his career with Arthur Andersen LLP in 1964 and served in several positions in which he developed significant financial expertise in public accounting and provided consulting services to a broad range of industries.

Board Service

Mr. Edwards has served as a director of Crawford & Company, the world’s largest provider of claims adjustment and risk management solutions to insurance companies and self-insured entities, since February 2005. He had previously served on the board of Cousins Properties Incorporated, a publicly held REIT, until May 2014. Mr. Edwards had also served on the board of Transcend Services, Inc., a provider of medical transcription services to the healthcare industry, until early 2012, and had served on the board of IMS Health Incorporated, a global provider of information solutions to the pharmaceutical and healthcare industries, until February 2010.

Education

Mr. Edwards received a B.S. in Accounting from Bob Jones University and is a member of the American Institute of Certified Public Accountants.

Individual Contributions

Mr. Edwards’ experience includes 38 years with Arthur Andersen in the professional services industry and 25 years in various leadership positions, including managing partner for all operations in the United States and North America from 1987 to 1997, which enables him to effectively address the challenges and opportunities presented to Huron. Mr. Edwards possesses extensive knowledge of accounting and financial consulting services, many years of experience managing a large segment of a professional services firm, and a substantial network of prior clients in diverse fields including healthcare, pharmaceuticals and real estate.

John McCartney

Director since October 2004

Non-executive Chairman of the Board (May 2010)

Audit Committee (Member)

Professional Experience

From June 1997 to March 1998, Mr. McCartney held the position of president of 3Com Corporation’s Client Access Unit. He joined the executive management team of US Robotics in March 1984 as vice president and chief financial officer and served in various executive capacities until serving as president and chief operating officer of US Robotics from January 1996 until its merger with 3Com Corporation in June 1997.

Board Service

In March 2015, Mr. McCartney was appointed to the board of Rice Energy Inc., an independent natural gas and oil company, where he has served as chairman of the compensation committee since November 2016 and has served on the audit committee since his appointment. In August 2011, Mr. McCartney joined the board of Transco, Inc., a Chicago-based company that provides solutions to customers in the railroad, electric utility, process and manufacturing industries. In July 2007, Mr. McCartney was appointed a non-executive director of Datatec Limited, a networking technology and services company, where he serves as chairman of the remuneration committee. He had previously served as vice chairman of the board of directors of Datatec from October 1998 until May 2004. From March 2011 until September 2013, Mr. McCartney served as chairman of the board of Westcon Group, Inc., a specialty distributor of networking and communications equipment, whose board he joined in August 1998 and for which he previously served as chairman from January 2001 until March 2009, and where he continues to serve as a director and member of the compensation committee. From May 2009 until February 2015, he served on the board of Covance Inc., a drug development services company. Mr. McCartney had also served as chairman of the board of directors of A.M. Castle & Co., a global distributor of specialty metal and plastic products, from January 2007 until April 2010. He had served on that board from 1998 until March 2015.

Education

Mr. McCartney received a B.A. in Philosophy from Davidson College and an MBA from The Wharton School of the University of Pennsylvania.

Individual Contributions

Mr. McCartney has served as chairman and vice chairman of the boards of several public and private companies, including those in the healthcare and drug development fields, as well as of an institution of higher education. His deep knowledge of accounting and his prior experience as chief financial officer and chief operating officer of a public company have prepared Mr. McCartney to serve as a member of the Audit Committee and to help lead Huron to its position as a prominent consultancy. Mr. McCartney is based in Chicago, the location of Huron’s principal business offices.

James H. Roth

Director since November 2009

Chief Executive Officer of Huron Consulting Group Inc. and Huron Consulting Services LLC (July 2009)

President of Huron (March 2011)

Professional Experience

As a founding member of Huron, Mr. Roth guided and grew Huron’s Higher Education consulting practice to a position of preeminence in the industry. He has more than 35 years of consulting experience working with many of the premier research universities and academic medical centers. Under his leadership, the Company has been named one of Forbes’ Best Management Consulting Firms in 2016, Forbes’ America’s Best Employers in 2015 and 2016, and by Consulting magazine as one of the Best Firms to Work For from 2011 through 2016, and, for the tenth year in a row, the Healthcare practice has been ranked in the top five of Modern Healthcare’s list of Largest Healthcare Management Consulting Firms. Previously, he served as Vice President, Health and Education Consulting for the Company from January 2007 until July 2009. Since Huron’s inception in 2002, until he became CEO, Mr. Roth was a managing director and practice leader of the Company’s Higher Education consulting practice, which he grew into one of our largest organically grown practices within the firm.

Board Service

Mr. Roth was appointed to the board of Shorelight Holdings LLC, a U.S.-based company focused on partnering with leading nonprofit universities to increase access and retention of international students and boost institutional growth, in November 2014. Mr. Roth was also appointed to the board of AdVenture Interactive Corp. (d/b/a Keypath Education), a leading provider of comprehensive marketing and enrollment management services to colleges and universities, in November 2014. Previously, he served on the board of Aviv REIT, a self-administered real estate investment trust specializing in skilled nursing facilities, from March 2013 until April 2015.

Education

Mr. Roth received a B.A. in Political Science and Economics from Vanderbilt University and an MBA from Southern Methodist University.

Individual Contributions

Mr. Roth brings to the board his well-informed perspective on the strategy and operations of institutions of higher education and academic medical centers, including their research facilities. Named in 2009 and in 2011 by Consulting magazine as one of the Top 25 Most Influential Consultants, Mr. Roth contributes to the board a unique understanding of the Huron organization, the consulting business, and the businesses of our clients, including research universities, hospitals and health systems, and academic medical centers.

  James H. Roth

  C. Mark Hussey

  John D. Kelly

  Diane E. Ratekin

  Board of Directors

•     Regularly considers potential business risks facing the Company, including those surrounding security and privacy, revenue recognition, quality assurance, strategic planning, employee retention, international compliance, business continuity, merger integration and market shifts

•     Maintains oversight of key governance programs relating to insider trading, business conduct and ethics, export controls and other critical issues

  Audit Committee

•     Meets with and reviews reports from independent registered public accounting firm and internal auditors

•     Receives regular reports from the General Counsel on legal developments

•     Examines issues presented by the Chief Compliance Officer on whistleblower hotline and corporate compliance-related matters

•     Considers reports of the Enterprise Risk Management Committee on strategic, operational, financial and compliance risks that may materially affect the Company’s ability to achieve its business objectives

•     Evaluates controls in place to address Huron’s global FCPA risks, including anti-bribery training materials and programs

  Compensation Committee

•     Annually reviews a risk assessment of all Huron compensation plans

•     Reviews the design and goals of compensation programs in the context of potential risks to the Company

•     Reviews and evaluates compensation arrangements to assess the potential for undue risk taking

  Nominating and Corporate

  Governance Committee

•     Leads an annual self-assessment to ensure the board and its committees are properly fulfilling their roles

•     Ensures board candidates possess the appropriate experience and expertise required to effectively serve on Huron’s board

•     Annually reviews Huron’s corporate governance guidelines to confirm they reflect best practices

Annual cash retainer:

Non-executive Chairman - $235,000

Vice Chairman - $85,000

Other independent directors - $60,000

Board and committee meeting fee of $1,000 per meeting (The Chairman does not receive board or committee meeting fees.)

Annual committee chairperson retainer of:

Audit - $15,000

Compensation - $15,000

Nominating and Corporate Governance - $10,000

Annual restricted stock grant of $170,000 (granted on the date of the Company’s annual meeting and priced based upon the closing stock price on the date immediately preceding the annual meeting) which vests ratably over 12 quarters. If a new independent director joins the board after the Company’s annual meeting, the award is prorated as follows:

If the new director joins within six months of the Company’s annual meeting, the new director will receive half of the annual grant.

If the new director joins over six months after the Company’s annual meeting, no grant will be made.

Stock ownership requirement – independent directors are expected to own Huron stock equal to the lesser of three times the annual cash retainer (currently $180,000) or 9,000 shares.

A new independent director will receive an initial restricted stock grant equal to $200,000, which will vest ratably over 12 quarters.

All directors are reimbursed for out-of-pocket expenses for attending board and committee meetings.

Stock

Awards ($)(1)

James D. Edwards (3)

H. Eugene Lockhart (3)

George E. Massaro (3)

John McCartney (3)(4)

John S. Moody (3)

Debra Zumwalt (5)

This column represents the aggregate grant date fair value of shares granted to our directors in 2016. Grant date fair value is based on the closing price of Huron stock on the last trading day prior to the grant date. Each of these grants vests ratably over the 12 calendar quarters following the grant.

The amount in this column represents investment gains in the deferred compensation plan. Huron does not offer a pension plan. The amount shown above represents that portion of the account earnings for 2016 that exceeded the SEC benchmark “market” rate equal to 120% of the long-term applicable federal rate (based on the average rate for 2016 of 2.70%). For 2016, the actual earnings for Mr. McCartney and Ms. Zumwalt were $41,326 and $12,822, respectively.

At December 31, 2016, each of Messrs. Edwards, Lockhart, Massaro, McCartney and Moody held 4,326 shares of restricted common stock.

Mr. McCartney has access to office space at the Company’s principal business offices in Chicago. The Company does not incur any incremental costs in connection with the provision of this office space.

each person known by us to beneficially own 5% or more of our common stock;

each of our named executive officers;

each member of our board of directors; and

all directors and executive officers as a group.

Beneficial owners of 5% or more:

Wellington Management Group LLP (2)

The Vanguard Group, Inc. (3)

FMR LLC (4)

BlackRock, Inc. (5)

TimesSquare Capital Management, LLC (6)

Dimensional Fund Advisors LP (7)

Directors and Executive Officers:

James D. Edwards (8)

C. Mark Hussey (9)

H. Eugene Lockhart (10)

George E. Massaro (11)

John McCartney (12)

John S. Moody (13)

Diane E. Ratekin (14)

James H. Roth (15)

Debra Zumwalt (16)

All directors and executive officers as a group (10 persons) (17)

Indicates less than 1% ownership.

The principal address for each of the stockholders, other than Wellington Management Group LLP, The Vanguard Group, Inc., FMR LLC, BlackRock, Inc., TimesSquare Capital Management, LLC, and Dimensional Fund Advisors LP, listed below, is c/o Huron Consulting Group Inc., 550 West Van Buren Street, Chicago, Illinois 60607.

The principal address of Wellington Management Group LLP is 280 Congress Street, Boston, Massachusetts 02210. The shares are owned by Wellington Management Group LLP and the following subsidiaries of Wellington Management Group LLP: Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. Information regarding beneficial ownership of our common stock by Wellington Management Group LLP is included herein in reliance on a Schedule 13G/A filed with the SEC on February 9, 2017.

The principal address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The shares are owned by The Vanguard Group, Inc. and the following subsidiaries of The Vanguard Group, Inc.: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. Information regarding beneficial ownership of our common stock by The Vanguard Group, Inc. is included herein in reliance on a Schedule 13G/A filed with the SEC on February 10, 2017.

The principal address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. The shares are owned by FMR LLC and the following subsidiaries of FMR LLC: FIAM LLC, Fidelity (Canada) Asset Management ULC, Fidelity Institutional Asset Management Trust Company, FMR Co., Inc., and Strategic Advisers, Inc. Information regarding beneficial ownership of our common stock by FMR LLC is included herein in reliance on a Schedule 13G/A filed with the SEC on February 14, 2017.

The principal address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The shares are owned by the following subsidiaries of BlackRock, Inc.: BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd. and BlackRock Investment Management, LLC. Information regarding beneficial ownership of our common stock by BlackRock, Inc. is included herein in reliance on a Schedule 13G/A filed with the SEC on January 24, 2017.

The principal address of TimesSquare Capital Management, LLC is 7 Times Square, 42nd Floor, New York, New York 10036. Information regarding beneficial ownership of our common stock by TimesSquare Capital Management, LLC is included herein in reliance on a Schedule 13G/A filed with the SEC on February 13, 2017.

The principal address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. Information regarding beneficial ownership of our common stock by Dimensional Fund Advisors LP is included herein in reliance on a Schedule 13G filed with the SEC on February 9, 2017.

Includes 3,634 shares of restricted common stock.

Includes 15,647 shares issuable upon exercise of options that are exercisable currently or within 60 days of the Record Date. Also includes 11,005 shares of restricted common stock.

Includes 3,634 shares of restricted common stock.

Includes 3,634 shares of restricted common stock.

Includes 3,634 shares of restricted common stock, as well as 1,259 shares held by a wholly-owned limited liability company of which Mr. McCartney is the sole owner.

Includes 3,634 shares of restricted common stock.

Includes 7,904 shares issuable upon exercise of options that are exercisable currently or within 60 days of the Record Date. Also includes 4,873 shares of restricted common stock.

Includes 170,746 shares issuable upon exercise of options that are exercisable currently or within 60 days of the Record Date. Also includes 26,082 shares of restricted common stock, as well as 3,855 shares held by a family limited liability company.

Includes 4,269 shares of restricted common stock.

Includes 2,032 shares of common stock and 1,111 shares of restricted common stock held by John D. Kelly, who was appointed Chief Financial Officer effective January 3, 2017. Also includes an aggregate of 194,297 shares issuable upon exercise of options held by members of the group that are exercisable currently or within 60 days of the Record Date, as well as 64,399 shares of restricted common stock held by the Directors and Executive Officers listed above.

SECTION 1 — EXECUTIVE SUMMARY

Huron is a global professional services firm committed to achieving sustainable results in partnership with our clients. We bring a depth of expertise in strategy, operations, advisory services, technology and analytics to drive lasting and measurable results in the healthcare, higher education, life sciences and commercial sectors. Through focus, passion and collaboration, Huron provides guidance to support organizations as they contend with the change transforming their industries and businesses.

Named Executive Officers

This past year, Huron’s named executive officer team consisted of the following individuals:

•       Mr. Roth, Chief Executive Officer, President and Director.

•       Mr. Hussey, Executive Vice President, Chief Operating Officer and Chief Financial Officer.¹

•       Ms. Ratekin, Executive Vice President, General Counsel and Corporate Secretary.

Huron’s named executive officers are responsible for our Company-wide business operations and setting overall strategy of the organization.

Practice Leadership

Each of Huron’s operating segments is led by Practice Leadership and teams of client-facing managing directors. The Practice Leaders and client-facing managing directors for each business area are responsible for financial results, including revenue and EBITDA growth, while ensuring delivery of superior solutions. These leaders have the critical talent and skills that make us unique and enable us to grow our business and compete in the marketplace. It is imperative to our core business strategy that we motivate and retain our current client-facing managing directors and obtain new talent through recruiting and developing our high potential employees so that they can progress to higher level leadership roles within the Company.

Our business strategy is to be the premier professional services firm specializing in the healthcare, education, and life sciences industries while providing complementary advisory, technology and analytic capabilities to these vertical markets as well as to the commercial sector. To ensure the success of our strategy and our ability to deliver sustained value to our shareholders, Huron focuses on the following key drivers:

•     Deliver high-value, quality client service to our clients to support their comprehensive needs from strategy to implementation.

•     Specialize in providing a holistic service offering that integrates the strength of our industry knowledge in the healthcare, education and life sciences markets with our leading capabilities, including technology and analytics.

•     Broaden and strengthen our capabilities to continue to best serve our clients while maintaining and growing our strong industry expertise.

•     Attract, retain, and motivate top tier client-facing employees who have a variety of different experience levels including subject matter and/or technical expertise.

•     Supplement organic growth by identifying, executing and successfully integrating acquisitions that expand or complement our current market offerings, deepen our industry expertise or broaden our capabilities to better align our business with our core clients’ needs.

•     Optimize corporate infrastructure to effectively scale and support the Company’s long-term growth plans, while enhancing EBITDA margins.

Our compensation plan philosophy has three key elements:

•     Motivate and reward performance in the long-term best interests of shareholders.

•     Deliver competitive total compensation targeted at the median of the peer group (+/-15%).

•     Place a substantial portion of the compensation of our named executive officers at risk; actual payouts should vary based on the Company’s financial and operational performance. The performance measures directly link into our business strategy through net revenue, Adjusted EBITDA margin, and Adjusted Diluted EPS growth as well as fulfillment of strategic measures identified each year by the board of directors.

We annually grant a sizeable portion of equity to our managing directors. (An average of 79% of total equity granted in the last three years was awarded to our managing directors; by contrast, approximately 11% of total equity granted in the last three years was awarded to our NEOs with the remaining 10% awarded to our directors and other employees.) As a professional services firm, we recognize that our managing directors are critical to generating revenue and to the overall success of Huron. We use stock as both a retention tool and an incentive to encourage behaviors that will benefit the shareholders and the Company. Approximately 50% of the annual bonus compensation of our Practice Leaders and client-facing managing directors consists of restricted stock that vests over four years, and is awarded based on prior year performance. We believe this element of our compensation aligns the interests of our individual practices with the Company as a whole and significantly differentiates Huron’s compensation program from our competitors’ programs, because of the amount of equity provided below the NEO level.

On January 3, 2017, Mr. John Kelly was promoted to the title of Executive Vice President and Chief Financial Officer (“CFO”). Formerly, Mr. Kelly had been Corporate Vice President and Chief Accounting Officer. With Mr. Kelly assuming the CFO role, Mr. Hussey has relinquished this role and has become Executive Vice President and Chief Operating Officer.

Business Actions and Results

To understand our compensation decision making, it is important to understand the Company’s financial and strategic performance during 2016.

Business results were as follows²:

•      Results for the year were lower than expected due to softness in Healthcare, the largest segment. However, solid performance in the Higher Education and Life Sciences and Business Advisory segments partially offset this performance.

•      While we delivered results that were lower than our initial guidance, we completed three significant strategic acquisitions: MyRounding and HSM in the Healthcare segment, and ADI in the Business Advisory segment. We believe these acquisitions position Huron for success in the future, particularly in support of our technology services. In aggregate, these acquisitions contributed over $34.5 million in revenues during 2016 and all performed as planned in 2016.

•      Introduced a single, unified brand to strengthen the firm’s position in the marketplace.

•      Net revenues of $726.3 million, 3.9% higher than the prior year.

•      Adjusted EBITDA decreased 7.8% to $128.5 million, or 17.7% of net revenues, compared to 19.9% in the prior year.

•      Adjusted diluted EPS of $3.21, a 7.4% increase from the prior year.

•      Continued to align corporate infrastructure with business expectations to gain efficiencies and lower SG&A expense.

•      Maintained a strong balance sheet as measured by the Company’s leverage ratio while funding more than $138.3 million in acquisitions, share repurchases and capital expenditures.

•      Continued to generate strong cash flow from operations of $128.3 million.

Compensation Program Actions

The Compensation Committee took several compensation actions beginning in 2014 to better align the compensation program for the NEOs with our business strategy and shareholder interests.

•      In 2014, added a three-year performance measurement period to performance shares to align multi-year performance and long-term compensation; 2016 marks the third year of the three-year performance measurement period.

•      In 2014, replaced stock options with restricted share awards (RSAs) in the service-based equity portion of the Long-Term Incentive Plan to align with our peer group and to balance the risk profile of our compensation program given the addition of a three-year performance factor in the performance share plan.

•      In 2014, introduced a clawback policy to safeguard against unwarranted compensation in the event of a financial restatement.

•      In 2015 and 2016, revised the peer group to include more companies with similar revenue and business characteristics to Huron.

•      In 2016, worked to update senior management employment agreements to better align with current market practices.

In the discussion of the Company’s 2016 performance, the Compensation Committee discusses certain of Huron’s results of operations using non-GAAP financial measures, which are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report on Form 10-K”), Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the subheading “Non-GAAP Measures.” These non-GAAP financial measures include Adjusted EBITDA, Adjusted EBITDA margin and Adjusted diluted EPS. EBITDA is defined as net income from continuing operations before interest and other expenses, income tax expense and depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted by adding back restructuring charges and other gains and losses. Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of net revenues. Adjusted diluted EPS is defined as diluted earnings per share from continuing operations adjusted by adding back the same items as Adjusted EBITDA, in addition to amortization of intangible assets, and non-cash interest on convertible notes, all on a tax effected basis.

Annual Incentive Plan (Cash)

•       Revenue (40% weighting)

•       Adjusted EBITDA Margin (30% weighting)

•       Strategic measures (30% weighting)

•       Revenue – Below threshold funding

•       Adjusted EBITDA Margin – Below threshold funding

•       Strategic measures – 70% funding

After applying weighting:

2016 annual incentive payout was 21% of target

Performance Shares (Annual Component)

•       Adjusted Diluted EPS (100% weighting)

Stock Price

Annual Incentive Plan (Cash)

•       Revenue (40% weighting)

•       Adjusted EBITDA Margin (30% weighting)

•       Strategic measures (30% weighting)

•       Revenue – Below threshold funding

•       Adjusted EBITDA Margin – At target, 100% funding

•       Strategic measures – 100% funding

After applying weighting:

2015 annual incentive payout was 60% of target

Performance Shares (Annual Component)

•       Adjusted Diluted EPS (100% weighting)

Stock Price

Annual Incentive Plan (Cash)

•       Revenue (40% weighting)

•       Adjusted EBITDA Margin (30% weighting)

•       Strategic measures (30% weighting)

•       Revenue – 98% of target, 73% funding

•       Adjusted EBITDA Margin – Above maximum, 125% funding

•       Strategic measures – 100% funding

After applying weighting:

2014 annual incentive payout was 97% of target

Performance Shares (Annual Component)

•       Adjusted Diluted EPS (100% weighting)

Based on actual performance, 125% of the performance shares were earned for 2014

Stock Price

Peer Groups

We evaluate several groups of peers depending on what we are measuring:

•    For executive compensation, we use a peer group of publicly traded companies (“Executive Pay Peer Group”) where the roles of the executive officers are similar to those of our executives (see Section 4 for more detail). We generally seek to target executive pay at the market median and in alignment with the pay data from this peer group. This pay data may at times be supplemented with broader survey data for specific executives, as appropriate (see Section 3 for more detail).

•    For compensation of our client-facing managing directors (“Managing Director Peer Group”), we gather data from public and private companies and focus our comparators on the type of work performed, rather than on the size or public/private nature of the organizations.

•    In order to assess our business performance, we review all of our business competitors, many of which are private, much larger in size or are subsets of larger companies. As a result, obtaining comparative business results can be challenging. We review the best available information from the companies with whom we compete.

The complexity of the business composition of our peer group makes obtaining comparable performance data difficult. As a result, we have chosen to set executive performance goals based on absolute rather than relative performance measures.

Achieving financial performance in comparison to pre-established goals (net revenue, Adjusted EBITDA margin, and adjusted diluted EPS measured annually and/or over a three-year period)

Attaining critical annual strategic initiatives

Delivering value to shareholders

•

Establish Competitive Compensation Levels. We target the total direct compensation for our NEOs at levels that are within +/- 15% of market median total direct compensation levels.

•

Maintain a “Double Trigger.” Our change of control arrangements provide benefits on a “double trigger,” meaning that the severance benefits are paid, and equity awards vest, only if our NEOs incur a qualifying termination in connection with a change of control.

•

Minimize Compensation Risks. We periodically review our compensation program to confirm that our compensation policies and practices are not encouraging excessive or inappropriate risk taking by our NEOs. Potential incentive payouts are capped and we conduct a risk assessment of all compensation plans annually. In addition, NEO LTI diluted EPS performance calculations do not increase if performance is driven by share repurchases that were not factored into the annual plan.

•

Impose Robust Stock Ownership Guidelines. Our stock ownership guidelines require our NEOs to retain a significant equity stake in the Company. NEOs are expected to retain a number of shares equal to at least 60% of the net after tax value from the exercise of stock options or vesting of restricted shares and performance shares until these guidelines are met.

•

Maintain a “Clawback” Policy. We maintain a compensation recoupment policy (commonly referred to as a “clawback policy”), which generally provides that the Company may recover performance-based compensation paid to NEOs and such other individuals designated by our independent directors, if payout was based on financial results that were subsequently restated. The policy guards against unwarranted compensation in the event of a financial restatement, supports the accuracy of our financial statements and helps to align the interests of our NEOs with those of our stockholders.

•

Retain an Independent Compensation Consultant. The Compensation Committee retains an independent consultant to assist in developing and reviewing our NEO compensation strategy and to confirm that the design and pay levels of our compensation programs are consistent with our goals and market practices.

•

Consider the Impact of Tax and Accounting Rules. The Compensation Committee takes into account the effect of tax and accounting rules in structuring our NEO compensation program. For example, all of the elements of the incentive-based compensation to our NEOs (annual incentive plan, restricted stock plan and performance stock unit plan) are designed to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code and thus generally are intended to be fully deductible for federal income tax purposes. However, the tax code rules are complex and no particular result can be guaranteed. Furthermore, the Compensation Committee reserves the right to pay compensation that may not be deductible under Section 162(m).

•

Review Share Utilization. We regularly review overhang levels (the dilutive impact of equity awards on our shareholders).

•

No Excise Tax Gross-Ups. Our NEOs are not entitled to receive any “gross-up” payments related to excise taxes that may be imposed in connection with golden parachute arrangements under the Company’s change of control severance plan.

•

Hedging or Pledging of Company Stock. The board has adopted a revised Insider Trading Policy that prohibits directors, officers, employees, and contractors from hedging activities, holding Company securities in a margin account or pledging Company securities as collateral for a loan.

•

No “Timing” of Equity Grants. We maintain a disciplined equity approval policy. We do not grant equity awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity grant dates.

•

No Executive Perquisites that are not provided widely at Huron. We do not provide material benefits or perquisites to our NEOs that are not provided widely within Huron.

  Total Compensation

  Opportunity

We generally strive to establish targets for total direct compensation within +/- 10% to 15% of the peer group median. Target total direct compensation includes base salary, annual incentive compensation and long-term incentive (LTI) awards. Total actual compensation received by our named executive officers depends on Company financial and stock price performance.

  Compensation

  Vehicles

We rely on base salary, annual cash incentive, restricted stock and performance shares.

Reflects the fundamental role of the executive.

Rewards for achieving specific key measures of short-term Company performance.

Serves to retain talent, promote executive ownership, and balance risk in the compensation portfolio. This component makes up 30% of the total target LTI award.

Aligns executive pay opportunities with both short-term and long-term Company performance. If performance is below the minimum annual threshold, no shares will be earned. This component makes up 70% of the total target LTI award.

  Performance Metrics

Significant rigor is put into the determination of the Company goals. The Compensation Committee and the board carefully review goals submitted by management. Goals are set based on the Company’s financial plans taking into consideration shareholder expectations for growth and profitability.

Performance metrics on both the Annual Incentive Plan and the performance share plan are set such that zero awards are earned if the annual performance is below a minimum threshold level.

Reflects the Company’s commitment to growth through continued expansion of its service offerings and market presence.

Aligns with Company’s focus on profitable growth.

Reinforces the importance of achieving specific initiatives that are necessary for continued success.

Ensures that the named executive officers are focused on profitability for shareholders over the multi-year performance period. The final value of the performance shares will also reflect the changes in the stock price, aligning the interests of the named executive officers with the shareholders.

The value of the restricted equity to the executive is a function of stock price performance during the vesting period and helps align the interests of the executives with the interests of shareholders.

Base Salary

Target AIP Payout

Target LTI Payout

Net Revenue (40%). Net revenues for 2016 were $694 million which was below the target level and resulted in a 0% funding for this component. Revenues generated by the acquisitions completed in 2016 that were not included in the NEO revenue target established at the beginning of 2016 are excluded for purposes of measuring performance.

Adjusted EBITDA Margin Percentage (30%). Actual Adjusted EBITDA margin percentage excluding the impact of the acquisitions completed in 2016 that were not included in the Adjusted EBITDA margin percentage target established at the beginning of 2016, including discontinued operations of 17.7%, resulted in 0% funding for this component.

Strategic Measures (30%). The measures that were approved by the Compensation Committee at the beginning of 2016 focused on further development of each practice area and further improvements in the effectiveness and efficiencies of Huron’s infrastructure. In considering the specific performance against each of the strategic measures, the Compensation Committee concluded that the executives met or exceeded performance on several measures including balance sheet management, corporate-wide technology and branding efforts, as well as practice level initiatives for Business Advisory. The Committee also concluded that the executives did not meet performance expectations in certain other areas. After considering the performance in all areas, the Compensation Committee determined that this performance should result in funding of 70% of target.

Net Revenues

Adjusted EBITDA %

Strategic Measures

Total Earned:

James H. Roth

C. Mark Hussey

Diane E. Ratekin

Full long-term equity grant at target performance.

A grant of performance share units was made in each of 2014, 2015 and 2016.

Each grant is assessed using both annual and three-year performance goals.

Annual Performance. At the start of each year, the Compensation Committee approves annual performance goals and sets threshold, target and maximum performance levels based on Adjusted Diluted EPS.

Three-Year Performance. Three-year performance is assessed using the three-year average of the actual annual performance achievement against the annual goals.

At the end of the annual performance period, performance is evaluated against the annual performance goals and all performance share units are adjusted based on actual performance against the annual goals.

The grant is then divided into two parts:

40% of the adjusted award is deemed to be earned based on the annual performance and vests immediately.

The remaining 60% of the adjusted award will remain unearned and is subject to an additional adjustment based on three-year performance.

At the end of 2016, three-year average performance was determined to be 69% and applied to the 60% of the award that was deferred at the end of the annual performance periods and adjusted based on the table shown below.

50% of the earned amount (30% of the total award) vested at the end of 2016.

50% of the earned amount (30% of the total award) will vest at the end of 2017.

PSU

Earned

Percent

Adjusted Diluted EPS

Actual Adjusted Diluted EPS is calculated on a continuing operations basis and also excludes the impact of share repurchases made subsequent to the establishment of the performance target and certain acquisitions completed in 2016.

< 50%

This multiplier table starts at .75 because the target awards were already adjusted subject to annual performance and were re-earned based on three-year performance. A multiple of 2.0 was used on the high end. The Compensation Committee determined that if performance over a three-year period averaged 120% or more, that represented exceptional sustained performance and justified a significant award.

All companies were identified that met the following criteria:

US headquartered and publicly traded.

Revenue between one-half to two times Huron’s trailing 12 months’ revenue as of Huron’s 2015 fiscal year-end.

Global Industry Classification Standard (GICS) codes: Research and Consulting Services, Human Resource & Employment Services, Application Software, Health Care Services or Technology, or Data Processing and Outsourced Services.

Companies were then screened and selected that best met the following set of factors:

Business and/or labor market competitor to Huron.

Similar revenue per employee.

Predominantly US revenue.

Principal business was to provide value-added consulting or advisory services to companies and organizations.

The Advisory Board, Inc.

Allscripts Healthcare Solutions, Inc.

athenahealth, Inc.

CBIZ Inc.

CEB, Inc.

Dun & Bradstreet Corporation

EPIQ Systems, Inc.

Exponent, Inc.

FTI Consulting, Inc.

Gartner Inc.

Heidrick & Struggles International, Inc.

ICF International Inc.

IHS, Inc.

Korn/Ferry International

Maximus, Inc.

Navigant Consulting Inc.

Premier, Inc.

Resources Connection, Inc.

EPIQ Systems, Inc.

IHS, Inc.

set salaries and annual and long-term incentive levels for the CEO and other named executive officers;

evaluate annually the performance of the CEO (in coordination with the full board) and review the CEO evaluations of the other named executive officers;

review and approve the design and competitiveness of our compensation plans, executive benefits and perquisites;

review and approve the total cash and stock bonus pools for the organization, and approve the individual incentive payout awards for the named executive officers;

review director compensation and make recommendations to the board;

review and approve goals used for the annual and long-term incentive plans;

retain or terminate, in its sole discretion, any independent compensation consultant used to assist the Compensation Committee;

review and evaluate compensation arrangements to assess whether they could encourage undue risk taking; and

create a Compensation Committee report on executive compensation for inclusion in the proxy statement.

CEO

COO and CFO

Other Executive Officers

Non-employee Directors
(first elected prior to 2014 annual meeting)

James H. Roth

President and Principal

Executive Officer

C. Mark Hussey

Executive Vice President,

Principal Operating Officer

and Principal Financial Officer

Diane E. Ratekin

Executive Vice President,

General Counsel and

Corporate Secretary

This column represents the aggregate grant date fair value of restricted stock and/or performance share unit awards. The value of the performance share units in the table is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718.

In 2016, the executives each received grants of restricted stock and performance share units. The amounts above reflect the grant date fair value of the restricted stock and performance share unit awards. The fair value of the 2016 performance share units is based on the accounting assumptions used at the time of grant. At the time of grant, it was estimated that 40% of the award, which is tied to annual performance, would have been earned at 100%, and 60% of the award, which is tied to three-year performance, would have been earned at 90%. The 90% estimated payout was based on the average performance compared to target for the three-year period 2014 to 2016. Actual performance for 2014 and 2015 was 151% and 0%, respectively, and 2016 was estimated to be 100%, resulting in a three-year average of 84%. Based on the payout table established for the deferred portion of the award, the average performance of 84% would result in a 90% payout. Based on actual 2014-2016 performance, the three-year average performance was 69%, also resulting in a 90% payout for the three-year component of the awards under this plan.

The below chart is the detail of the Stock Awards amounts in the Summary Compensation Table above, representing the grant date fair value of both the performance share units and the restricted stock awards.

The actual amount earned on the performance share unit awards granted in 2016 was 55%. The below chart represents the adjusted values using the value of the earned performance shares:

In 2015, the executives each received grants of restricted stock and performance share units. The amounts in the Summary Compensation Table above reflect the grant date fair value of the restricted stock and performance share unit awards. The fair value of the 2015 performance share units is based on the accounting assumptions used at the time of grant. At the time of grant, it was assumed that 40% of the award, which is tied to annual performance, would have been earned at 100%, and 60% of the award, which is tied to three-year performance, would have been earned at 175%. The 175% estimated payout value was based on the average performance compared to target for the three-year performance 2014 to 2016. Actual performance for 2014 was 151%, and based on the assumption that performance for 2015 and 2016 was estimated to be at 100%, the resulting three-year average would be 117%. Based on the payout table established for the deferred portion of the award, the average performance of 117% would result in a 175% payout. Based on actual 2015 performance, the payout for the performance share unit awards granted in 2015 was 0%.

In 2014, the executives each received grants of restricted stock and performance share units. The amounts in the Summary Compensation Table above reflect the grant date fair value of the restricted stock and performance share unit awards. The fair value of the 2014 performance share units is based on the accounting assumptions used at the time of grant. At the time of grant, it was assumed that 40% of the award, which is tied to annual performance, would have been earned at 100%, and 60% of the award, which is tied to three-year performance, would have been earned at 125%. The 125% estimated payout value was based on the assumption that each of the three years for 2014, 2015 and 2016 was earned at 100%, resulting in a 125% multiple. The one-year component of this award was earned at 125% of target. Based on actual 2014 to 2016 performance, the actual payout of the three-year component of this award was 112.5%.

For further details on the 2016 performance share unit plan, please refer to “Performance Share Awards” in “Section 3 - Compensation Program Details” of the “Compensation Discussion and Analysis.”

The amounts in this column represent investment gains in the deferred compensation plan. Huron does not offer a pension plan. The amount shown above represents that portion of the account earnings that exceeded the SEC benchmark “market” rate equal to 120% of the long-term applicable federal rate (based on the average rate for 2016, 2015 and 2014 of 2.70%, 3.05% and 3.79%, respectively). For 2016, the actual earnings for Mr. Roth, Mr. Hussey and Ms. Ratekin were $126,937, $83,390 and $9,579, respectively. Mr. Roth began participation in the deferred compensation plan in 2015. Mr. Hussey began participation in the plan in 2014. Ms. Ratekin’s earnings relate to amounts contributed to the plan prior to her becoming a named executive officer. Please see the section entitled “2016 Nonqualified Deferred Compensation” below for more detail.

All Other Compensation for 2016 is detailed in the table below.

Executive Long-

Term Disability

        ($)(1)        

Executive $1MM

Term Life

Insurance

($)(2)

Company Provided

401(k) Match

($)(3)

Total All
Other
Compensation

($)

James H. Roth

C. Mark Hussey

Diane E. Ratekin

Executive Long-Term Disability is provided to all executives and managing directors.

Executive Term Life Insurance is provided to all executives and managing directors.

Huron provides a Company 401(k) match to all participating employees.

Other Benefits and Perquisites includes the cost of an executive physical, which Huron pays for executives and certain managing directors, and a wellness benefit available to all employees that reimburses up to $320 annually for purchases that assist in maintaining work-life balance.

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards (1)

Estimated Future Payouts

Under Equity Incentive
Plan Awards (2)(3)

Date of

Compensation

Committee

Action

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

All Other

Stock

Awards:

Number of

Shares of

Stock

(#)(3)

Full Grant

Date Fair

Value of

Each
Award

($)(4)

James H. Roth

C. Mark Hussey

Diane E. Ratekin

For the cash award, the target, threshold and maximum represent the range of cash award that could be earned. There is no payout if a threshold level of performance is not achieved. The minimum amount that could be paid is 25% of target and maximum represents 125% of target. Based on the achievement of specific financial goals, the Compensation Committee determined that 21% of the target award was earned.

The 2016 grant of PSUs consists of two components: a one-year component based on 2016 performance and a three-year component based on both 2016 and 2014-2016 performance. Annual performance with respect to the 2016 performance period is assessed after the end of the 2016 performance period and the target number of PSUs is adjusted based on 2016 performance. There is no payout if a threshold level of performance is not achieved. The adjustment ranges from 25% of target for threshold performance to 125% of target for maximum performance. Forty percent of the adjusted PSUs (which comprise the one-year component) are earned and vest following the 2016 performance period. Based on the 2016 Adjusted EPS performance, the Compensation Committee determined that the amount of one-year PSUs earned was 55%, and these shares vested immediately.

The remaining 60% of the adjusted PSUs (which comprise the three-year component) are subject to a three-year performance period (2014-2016). The multiple that could be applied on the three-year portion of the award ranges from 0.75 to 2.0. Once the 2014-2016 performance period is complete, 50% of the final award vests immediately and 50% of the final award is subject to a service period through the end of 2017. Maximum is shown at 250% since 125% can be earned based on one-year performance and additional 200% earned on three-year performance (125% * 200%). Based on the 2016 Adjusted EPS performance, the Compensation Committee determined that the amount of three-year PSUs earned was 55%. These shares were subject to further adjustment based on 2014-2016 performance. Based on 2014-2016 Adjusted EPS performance, the Compensation Committee determined that 90% of these shares had been earned resulting in 50% of the three-year component having been earned (55% earned based on one-year performance * 90% earned based on three-year performance results in 50% earned).

The grant date fair value of the 2016 PSUs is based on the accounting assumptions used at the time of grant. At the time of grant, it was estimated that the one-year component of the award would have been earned at 100% and that the three-year component of the award would have been earned at 90%. The estimated payout was based on the average performance compared to target for the three-year period 2014 to 2016. Actual performance for 2014 and 2015 was 151% and 0%, respectively, and 2016 was estimated to be 100%, resulting in a three-year average of 84%. Based on the payout table established for the three-year component of the award, the average performance of 84% would result in a 90% payout. Based on actual 2014-2016 performance, the three-year average performance was 69%, also resulting in a 90% payout for the three-year component of the awards under this plan.

The following table shows the actual number of PSUs earned and vested with respect to 2016 and 2014-2016 performance (which represents the earned amount for both the one-year and three-year component on the 2016 grant).